IBM BUSINESS PARTNER AGREEMENT
DISTRIBUTOR PROFILE
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We welcome you as an IBM Business Partner-Distributor.
This Profile covers the details of your approval to actively market Products and
Services, as our Distributor.
By signing below, each of us agrees to the terms of the following (collectively
called the "Agreement"):
(a) this Profile;
(b) General Terms (Z125-5478-03 11/97);
(c) the applicable Attachments referred to in this Profile; and
(d) the Exhibit.
This Agreement and its applicable transaction documents are the complete
agreement regarding this relationship, and replace any prior oral or written
communications between us. Once this Profile is signed, 1) any reproduction of
this Agreement or a transaction document made by reliable means (for example,
photocopy or facsimile) is considered an original, to the extent permissible
under applicable law, and 2) all Products and Services you market and Services
you perform under this Agreement are subject to it. If you have not already
signed an Agreement for Exchange of Confidential Information (AECI), your
signature on this Profile includes your acceptance of the AECI.
After signing this Profile, please return a copy to the IBM address shown below.
Revised Profile (yes/no): No Date received by IBM: 10/1/98
AGREED TO: (IBM Business Partner name) AGREED TO:
Pinacor, Inc. a subsidiary of International Business Machines
MicroAge Computer Centers, Inc. Corporation
By /s/ ▇▇▇▇▇▇ ▇▇▇▇ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Authorized signature Authorized signature
Name (type of print) ▇▇▇▇▇▇ ▇▇▇▇ Name (type or print: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
VP, Product Management
Operations
Date: 7/12/98 Date: 10/1/98
IBM Business Partner address: IBM address:
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DETAILS OF OUR RELATIONSHIP
CONTRACT PERIOD START DATE (MONTH/YEAR): 10/1/98 DURATION: 24 MONTHS
RELATIONSHIP APPROVAL/ACCEPTANCE OF ADDITIONAL TERMS:
FOR EACH APPROVED RELATIONSHIP, EACH OF US AGREES TO THE TERMS OF THE FOLLOWING
BY SIGNING THIS PROFILE. COPIES OF THE ATTACHMENTS ARE INCLUDED.
APPLICABLE
APPROVED RELATIONSHIP (YES/NO) ATTACHMENT
Distributor Attachment yes Z125-5486-02 04/98
Remarketer Terms Attachment yes Z125-5497-01 11/97
Warranty Service Attachment yes Z125-5499-01 11/97
Complementary Marketing Terms Attachment
for Distributors no Z125-5775-00 03/98
Authorized Assembler Attachment no Z125-5530-01 04/97
North American Distributor Attachment no Z125-5527-00 11/96
Federal Remarketer Attachment no Z125-5514-00 11/96
Attachment for SERVICES Marketing for Remarketers yes Z125-5750-00 11/97
Attachment for Finance Services from IBM Credit Corp. no Z125-5795-00 02/98
PRODUCT AND SERVICES APPROVAL:
THE FOLLOWING PRODUCTS ARE LISTED IN THE EXHIBIT. THE TERMS OF AN EXHIBIT APPLY
TO THE PRODUCTS LISTED IN IT. WHEN WE APPROVE YOU FOR PRODUCTS LISTED IN THE
EXHIBIT, YOU ARE ALSO APPROVED TO MARKET THEIR ASSOCIATED PROGRAMS AND
PERIPHERALS.
WHEN WE APPROVE YOU FOR PRODUCTS INCLUDED IN THE IBM BUSINESS PARTNER EXHIBIT,
YOU ARE ALSO APPROVED FOR THEIR ASSOCIATED PRODUCTS LISTED IN THE IBM PERSONAL
COMPUTER PRODUCTS EXHIBIT AND THOSE ELIGIBLE PRODUCTS LISTED IN PARTNERLINK.
WE MAY SPECIFY IN YOUR EXHIBIT THAT YOU ACQUIRE THE PRODUCTS AND SERVICES FROM A
SUPPLIER INSTEAD OF FROM US. WHEN YOU ACQUIRE THE PRODUCTS AND SERVICES FROM THE
SUPPLIER, THE TERMS OF THE AGREEMENT RELATING TO YOUR ACQUISITION OF PRODUCTS
AND SERVICES DIRECTLY FROM US (FOR EXAMPLE, TERMS RELATING TO THE RETURN OF
PRODUCTS AND SERVICES, AND TERMS RELATING TO THE ORDERING OF PRODUCTS AND
SERVICES ) ARE NOT APPLICABLE. ALL OTHER TERMS APPLY.
APPROVED TO MARKET TO:
IBM APPROVED REMARKETERS; ALL REMARKETERS END USERS
SYSTEM TYPES (1) (YES/NO) (YES/NO) (YES/NO)
1) IBM System/390(2)(5) no
IBM R/390 no
IBM P/390 no
2) IBM RS/6000 no
3) IBM RS/6000 SP no
4) ISM AS/400
9401 no
9401/150 no
9402 no
9406 no
5) IBM 469X Point of Sale Products no
IBM 4614 SureOne no
6) IBM Network integration Products no
IBM PERSONAL COMPUTER PRODUCTS (3)
1) IBM PC Desktop yes
2) IBM PC Server yes
3) IBM Mobile yes
4) ASCII Terminals yes yes yes
5) Cables & Associated Products yes yes yes
6) PC Features & Options (6) yes yes yes
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APPROVED TO MARKET TO:
IBM APPROVED REMARKETERS; ALL REMARKETERS END USERS
ADDITIONAL PRODUCTS (1) (YES/NO) (YES/NO) (YES/NO)
1) Graphics
2) Finance Products Category J1 no
3) IBM Storage Products no
Category S I Products no
Category S2 Products no
Category S3 Products no
Category S4 Products no
Category S5 Products no
Category S6 Products no
Category S7 Products no
IBM PRINTING SYSTEMS COMPANY PRODUCTS
1) Distributed/Production no
2) Network no
3) High End Production no
4) Software no
IBM GLOBAL SERVICES (4)
1) Product Support Services
a) Hardware Product Services no
b) Software Services no
c) Systems Management Services no
d) Site & Connectivity Services no
e) Business & Technology Solutions no
f) Business Recovery Services no
g) Other Services no
2) IBM Professional Services
a) IBM Consulting Services no
CERTIFIED PRODUCTS YOU ARE APPROVED TO MARKET.
044 AIX PRODUCTS 069 PSG: NETWARE PLATINUM
079 PSG: VOICE TYPE 256 EDUQUEST: K12 HARDWARE
340 PSG: AUTH ASSEMBLER PRODUCTS 343 PSG: AETNA PCMCIA ETHERNET
038 PSG: IBM PRINTING SYSTEMS
EXCLUSIONS, IF APPLICABLE:
ALTHOUGH INCLUDED BY REFERENCE IN PRODUCT AND SERVICES APPROVAL, YOU ARE NOT
APPROVED TO MARKET THESE INDIVIDUAL PRODUCTS AND SERVICES.
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(1) When approved for other than IBM Personal Computer Company Products or IBM
Printing Systems Company Products, additional terms apply. These terms are
included in the attached Transaction Document The IBM Distributor Schedule
A.
(2) Eligible Products are identified in Schedule A.
(3) Please refer to the IBM Personal Computer Products Exhibit for details an
direct acquisition criteria.
(4) You may market this Service without the requirement to have marketed a
Machine or Program.
(5) When we approve you to market these Products, you are also approved to
market the associated Programs under complementary marketing terms only.
These Programs are not available for marketing under remarketer terms
(6) When we approve you to market these Products, you are also approved to
market items 4 and 5 directly above.
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MINIMUM ANNUAL ATTAINMENT:
PRODUCT/SERVICE VOLUME/REVENUE MEASUREMENT
PERIOD DATES
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LOCATIONS:
LOCATION (▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇, ZIP CODE)
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ASSIGNMENT OF WARRANTY SERVICE RESPONSIBILITY, IF APPLICABLE:
YOU ASSIGN TO US, OR AN IBM PREMIER PERSONAL COMPUTER SERVICER, WARRANTY SERVICE
RESPONSIBILITY FOR THE FOLLOWING MACHINES.
TYPE/MODEL TYPE/MODEL TYPE/MODEL TYPE/MODEL
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UNLESS YOU ARE ASSIGNING TO US, PLEASE SPECIFY THE NAME OF THE IBM PREMIER
PERSONAL COMPUTER SERVICER.
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IBM BUSINESS PARTNER AGREEMENT
GENERAL TERMS
TABLE OF CONTENTS
Section Title Page
1. Definitions ............................................... 2
2. Agreement Structure and Contract Duration ................. 3
3. Our Relationship .......................................... 4
4. Status Change ............................................. 5
5. Confidential Information .................................. 5
6. Marketing Funds and Promotional Offerings ................. 6
7. Production Status ......................................... 6
8. Patents and Copyrights .................................... 6
9. Liability ................................................. 7
10. Trademarks ................................................ 7
11. Changes to the Agreement Terms ............................ 8
12. Internal Use Products ..................................... 8
13. Demonstration, Development and
Evaluation Products ....................................... 8
14. Electronic Communications ................................. 9
15. Geographic Scope .......................................... 9
16. Governing Law. ............................................ 9
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IBM BUSINESS PARTNER AGREEMENT
GENERAL TERMS
1. DEFINITIONS
BUSINESS PARTNER is a business entity which is approved by us to market
Products and Services under this Agreement.
CUSTOMER is either an End User or a Remarketer. We specify in your Profile
if we approve you to market to End Users or Remarketers, or both.
END USER is anyone, who is not part of the Enterprise of which you are a
part, who uses Services or acquires Products for its own use and not for
resale.
ENTERPRISE is any legal entity (such as a corporation) and the subsidiaries
it owns by more than 50 percent. An Enterprise also includes other entities
as IBM and the Enterprise agree in writing.
LICENSED INTERNAL CODE is called' Certain Machines we specify (called
"Specific Machines") use Code. International Business Machines Corporation
or one of its subsidiaries owns copyrights in Code or has the right to
license Code. IBM or a third party owns all copies of Code, including all
copies made from them.
MACHINE is a machine, its features, conversions, upgrades, elements,
accessories, or any combination of them. The term "Machine' includes an IBM
Machine and any non-IBM Machine (including other equipment) that we approve
you to market.
PRODUCT is a Machine or Program, that we approve you to market, as we
specify in your Profile.
PROGRAM is an IBM Program or a non-IBM Program provided by us, under its
applicable license terms, that we approve you to market.
RELATED COMPANY is any corporation, company or other business entity:
1. more than 50 percent of whose voting shares are owned or controlled,
directly or indirectly, by either of us, or
2. which owns or controls, directly or indirectly, more than 50 percent
of the voting shares of either of us, or
3. more than 50 percent of whose voting shares are under common ownership
or control, directly or indirectly, with the voting shares of either
of us.
However, any such corporation, company or other business entity is
considered to be a Related Company only so long as such ownership or
control exists. "Voting shares" are outstanding shares or securities
representing the right to vote for the election of directors or other
managing authority.
REMARKETER is a business entity which acquires Products and Services, as
applicable, for the purpose of marketing.
SERVICE is performance of a task, provision of advice and counsel,
assistance, or use of a resource (such as a network and associated enhanced
communication and support) that we approve you to market.
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2. AGREEMENT STRUCTURE AND CONTRACT DURATION
PROFILES
We specify the details of our relationship (for example, the type of
Business Partner you are) in a document called a "Profile." Each of us
agrees to the terms of the Profile, the General Terms, the applicable
Attachments referred to in the Profile, and the Exhibit (collectively
called the "Agreement") by signing the Profile.
GENERAL TERMS
The General Terms apply to all of our Business Partners.
ATTACHMENTS
We describe, in a document entitled an 'Attachment-, additional terms that
apply. Attachments may include, for example, terms that apply to the method
of Product distribution (Remarketer Terms Attachment or Complementary
Marketing Terms Attachment) and terms that apply to the type of Business
Partner you are, for example, the terms that apply to a Distributor
relationship as described in the Distributor Attachment. We specify in your
Profile the Attachments that apply,
EXHIBITS
We describe in an Exhibit, specific information about Products and
Services, for example, the Products and Services you may market, and
warranty information about the Products.
TRANSACTION DOCUMENTS
We will provide to you the appropriate "transaction documents." The
following are examples of transaction documents, with examples of the
information and responsibilities they may contain:
1. invoices (item, quantity, price, payment terms and amount due); and
2. order acknowledgements (confirmation of Products and quantities
ordered).
CONFLICTING TERMS
If there is a conflict among the terms in the various documents, the terms
of
1. a transaction document prevail over those of all the documents;
2. an Exhibit prevail over the terms of the Profile, Attachments and the
General Terms;
3. a Profile prevail over the terms of an Attachment and the General
Terms; and
4. an Attachment prevail over the terms of the General Terms.
If there is an order of precedence within a type of document, such order
will be stated in the document (for example, the terms of the Distributor
Attachment prevail over the terms of the Remarketer Terms Attachment, and
will be so stated in the Distributor Attachment).
OUR ACCEPTANCE OF YOUR ORDER
Products and Services become subject to this Agreement when we accept your
order by:
1. sending you a transaction document; or
2. providing the Products or Services.
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ACCEPTANCE OF THE TERMS IN A TRANSACTION DOCUMENT
You accept the terms in a transaction document by doing any of the
following:
1. signing it (those requiring a signature must be signed);
2. accepting the Product or Services;
3. providing the Product or Services to your Customer or
4. making any payment for the Product or Services.
CONTRACT DURATION
We specify the contract start date and the duration in your Profile. Unless
we specify otherwise in writing, the Agreement will be renewed
automatically for subsequent two year periods. Each of us is responsible to
provide the other with three months written notice if this Agreement will
not be renewed.
3. OUR RELATIONSHIP
RESPONSIBILITIES
Each of us agrees that:
1. you are an independent contractor, and this Agreement is
non-exclusive. Neither of us is a legal representative or legal agent
of the other. Neither of us is legally a partner of the other (for
example, neither of us is responsible for debts incurred by the
other), and neither of us is an employee or franchise of the other,
nor does this Agreement create a joint venture between us;
2. each of us is responsible for our own expenses regarding fulfillment
of our responsibilities and obligations under the terms of this
Agreement;
3. neither of us will disclose the terms of this Agreement, unless both
of us agree in writing to do so, or unless required by law;
4. neither of us will assume or create any obligations on behalf of the
other or make any representations or warranties about the other, other
than those authorized;
5. any terms of this Agreement, which by their nature extend beyond the
date this Agreement ends, remain in effect until fulfilled and apply
to respective successors and assignees;
6. we may withdraw a Product or Service from marketing at any time;
7. we will allow the other a reasonable opportunity to comply before it
claims the other has not met its obligations, unless we specify
otherwise in the Agreement;
8. neither of us will bring a legal action against the other more than
two years after the cause of action arose, unless otherwise provided
by local law without the possibility of contractual waiver;
9. failure by either of us to insist on strict performance or to exercise
a right when entitled does not prevent either of us from doing so at a
later time, either in relation to that default or any subsequent one;
10. neither of us is responsible for failure to fulfill obligations due to
causes beyond the reasonable control of either of us;
11. IBM reserves the right to assign, in whole or in part, this Agreement,
to a Related Company, but may assign its rights to payment or orders
to any third party;
12. IBM does not guarantee the results of any of its marketing plans; and
13. each of us will comply with all applicable laws and regulations (such
as those governing consumer transactions).
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OTHER RESPONSIBILITIES
You agree:
1. to be responsible for customer satisfaction for all your activities,
and to participate in customer satisfaction programs as we determine;
2. that your rights under this Agreement are not property rights and,
therefore, you can not transfer them to anyone else or encumber them
in any way. For example, you can not sell your approval to market our
Products or Services or your rights to use our Trademarks;
3. to maintain the criteria we specified when we approved you;
4. to achieve and maintain the certification requirements for the
Products and Services you are approved to market, as we specify in
your Profile;
5. not to assign or otherwise transfer this Agreement, your rights under
it, or any of its approvals, or delegate any duties, unless expressly
permitted to do so under this Agreement. Otherwise, any attempt to do
so is void;
6. to conduct business activities with us (including placing orders)
which we specify in the operations guide, using our automated
-electronic system if available. You agree to pay all your expenses
associated with it such as your equipment and communication costs;
7. that when we provide you with access to our information systems, it is
only in support of your marketing activities. Programs we provide to
you for your use with our information systems, which are in support of
your marketing activities, are subject to the terms of their
applicable license agreements, except you may not transfer them;
8. to promptly provide us with documents we may require from you or the
End User (for example, our license agreement signed by the End User)
when applicable; and
9. to comply with the highest ethical principles in performing under the
Agreement. You will not offer or make payments or gifts (monetary or
otherwise) to anyone for the purpose of wrongfully influencing
decisions in favor of IBM, directly or indirectly. IBM may terminate
this Agreement immediately in case of 1) a breach of this clause or 2)
when IBM reasonably believes such a breach has occurred.
OUR REVIEW OF YOUR COMPLIANCE WITH THIS AGREEMENT
We may periodically review your compliance with this Agreement. You agree
to provide us with relevant records on request. We may reproduce and retain
copies of these records. We, or an independent auditor, may conduct a
review of your compliance with this Agreement on your premises during your
normal business hours.
If, during our review of your compliance with this Agreement, we find you
have materially breached the terms of this relationship, in addition to our
rights under law and the terms of this Agreement, for transactions that are
the subject of the breach, you agree to refund the amount equal to the
discount (or fee, if applicable) we gave you for the Products or Services
or we may offset any amounts due to you from us.
4. STATUS CHANGE
You agree to give us prompt written notice (unless precluded by law or
regulation) of any change or anticipated change in your financial
condition, business structure, or operating environment (for example, a
material change in equity ownership or management or any substantive change
to information supplied in your application). Upon notification of such
change, (or in the event of failure to give notice of such change) IBM may,
at its sole discretion, immediately terminate this Agreement.
5. CONFIDENTIAL INFORMATION
This section comprises a Supplement to the IBM Agreement for Exchange of
Confidential Information. "Confidential Information" means:
1. all information IBM marks or otherwise states to be confidential;
2. any of the following prepared or provided by IBM:
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a. sales leads,
b. information regarding prospects or Customers
c. unannounced information about Products and Services, .
d. business plans, or
e. market intelligence;
3. any of the following written information you provide to us on our
request and which you ▇▇▇▇ as confidential:
a. reporting data,
b. financial data, or
c. the business plan.
All other information exchanged between us is nonconfidential, unless
disclosed under a separate Supplement to the IBM Agreement for Exchange of
Confidential Information.
6. MARKETING FUND AND PROMOTIONAL OFFERINGS
We may provide marketing funds and promotional offerings to you. If we do,
you agree to use them according to our guidelines and to maintain records
of your activities regarding the use of such funds and offerings for three
years. We may withdraw or recover marketing funds and promotional offerings
from you if you breach any terms of the Agreement. Upon notification of
termination of the Agreement, marketing funds and promotional offerings
will no longer be available for use by you, unless we specify otherwise in
writing.
7. PRODUCTION STATUS
Each IBM Machine is manufactured from new parts, or new and used parts. In
some cases, the IBM Machine may not be new and may have been previously
installed. Regardless of the IBM Machine's production status, our
appropriate warranty terms apply. You agree to inform your Customer of
these terms in writing (for example, in your proposal or brochure).
8. PATENTS AND COPYRIGHTS
For the purpose of this section only, the term Product includes Licensed
Internal Code (if applicable).
If a third party claims that a Product we provide under this Agreement
infringes that party's patents or copyrights, we will defend you against
that claim at our expense and pay all costs, damages, and attorneys' fees
that a court finally awards, provided that you:
1. promptly notify us in writing of the claim; and
2. allow us to control, and cooperate with us in, the defense and any
related settlement negotiations.
If you maintain an inventory, and such a claim is made or appears likely to
be made about a Product in your inventory, you agree to permit us either to
enable you to continue to market and use the Product, or to modify or
replace it. If we determine that none of these alternatives is reasonably
available, you agree to return the Product to us on our written request. We
will then give you a credit, as we determine, which will be either 1) the
price you paid us for the Product (less any price-reduction credit), or 2)
the depreciated price.
This is our entire obligation to you regarding any claim of infringement.
CLAIMS FOR WHICH WE ARE NOT RESPONSIBLE
We have no obligation regarding any claim based on any of the following:
1. anything you provide which is incorporated into a Product;
Page 6 of 9
2. your modification of a Product, or a Program's use in other than its
specified operating environment;
3. the combination, operation, or use of a Product with any Products not
provided by us as a system, or the combination, operation, or use of a
Product with any product, data, or apparatus that we did not provide;
or
4. infringement by a non-IBM Product alone, as opposed to its combination
with Products we provide to you as a system.
9. LIABILITY
Circumstances may arise where, because of a default or other liability, one
of us is entitled to recover damages from the other. In each such instance,
regardless of the basis on which damages can be claimed, the following
terms apply as your exclusive remedy and our exclusive liability.
OUR LIABILITY
We are responsible only for:
1. payments referred to in the 'Patents and Copyrights* section above;
2. bodily injury (including death), and damage to real property and
tangible personal property caused by our Products; and
3. the amount of any other actual loss or damage, up to the greater of
$100,000 or the charges (if recurring, 12 months' charges apply) for
the Product or Service that is the subject of the claim.
ITEMS FOR WHICH WE ARE NOT LIABLE
Under no circumstances (except as required by law) are we liable for any of
the following:
1. third-party claims against you for losses or damages (other than those
under the first two items above in the subsection entitled 'Our
Liability');'
2. loss of, or damage to, your records or data; or
3. special, incidental, or indirect damages, or for any economic
consequential damages (including lost profits or savings) even if we
are informed of their possibility.
YOUR LIABILITY
In addition to damages for which you are liable under law and the terms of
this Agreement, you will indemnify us for claims made against us by others
(particularly regarding statements, representations, or warranties not
authorized by us) arising out of your conduct under this Agreement or as a
result of your relations with anyone else.
10. TRADEMARKS
We will notify you in written guidelines of the IBM Business Partner title
and emblem which you are authorized to use. You may not modify the emblem
in any way. You may use our Trademarks (which include the title, emblem,
IBM trade marks and service marks) only:
1. within the geographic scope of this Agreement;
2. in association with Products and Services we approve you to market;
and
3. as described in the written guidelines provided to you.
The royalty normally associated with non-exclusive use of the Trademarks
will be waived, since the use of this asset is in conjunction with
marketing activities for Products and Services.
You agree to promptly modify any advertising or promotional materials that
do not comply with our guidelines. If you receive any complaints about your
use of a Trademark, you agree to promptly notify us. When this Agreement
ends, you agree to promptly stop using our
Page 7 of 9
Trademarks. If you do not, you agree to pay any expenses and fees we incur
in getting you to stop.
You agree not to register or use any ▇▇▇▇ that is confusingly similar to
any of our Trademarks.
Our Trademarks, and any goodwill resulting from your use of them, belong to
us.
11. CHANGES TO THE AGREEMENT TERMS
We may change the terms of this Agreement by giving you one month's written
notice.
We may, however, change the following terms without advance notice:
1. those we specify in this Agreement as not requiring advance notice;
2. those of the Exhibit unless otherwise limited by this Agreement; and
3. those relating to safety and security.
Otherwise, for any other change to be valid, both of us must agree in
writing. Changes are not retroactive. Additional or different terms in an
order or other communication from you are void.
12. INTERNAL USE PRODUCTS
You may acquire Products you are approved to market for your internal use
within your Business Partner operations. Except for personal computer
Products, you are required to advise us when you order Products for your
internal use.
We will specify in your Exhibit the discount or price, as applicable, at
which you may acquire the Products for internal use. Such Products do not
count (except for personal computer and Printing System Products which do
count) toward 1) your minimum annual attainment, 2) determination of your
discount or price, as applicable, or 3) determining your marketing or
promotional funds.
Any value added enhancement or systems integration services otherwise
required by your relationship is not applicable when you acquire Products
for internal use. You must retain such Products for a minimum of 12 months,
unless we specify otherwise in the Exhibit.
13. DEMONSTRATION, DEVELOPMENT AND EVALUATION PRODUCTS
You may acquire Products you are approved to market for demonstration,
development and evaluation purposes, unless we specify otherwise in the
Exhibit. Such Products must be used primarily in support of your Product
marketing activities. Additionally, such Products do not count (except for
personal computer and Printing System Products which do count) toward 1)
your minimum annual attainment, 2) determination of your discount or price,
as applicable, or 3) determining your marketing or promotional funds.
We will specify in your Exhibit the Products we make available to you for
such purposes, the applicable discount or price, and the maximum quantity
of such Products you may acquire and the period they are to be retained.
The maximum number of input/output devices you may acquire is the number
supported by the system to which they attach.
If you acquired the maximum quantity of Machines, you may still acquire a
field upgrade, if available.
We may decrease the discount we provide for such Products on one month's
written notice.
You may make these Products available to a Customer for the purpose of
demonstration and evaluation. Such Products may be provided to an End User
for no more than three months. For a Program, you agree to ensure the
Customer has been advised of the requirement to accept the terms of a
license agreement before using the Program.
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14. ELECTRONIC COMMUNICATIONS
Each of us may communicate with the other by electronic means, and such
communication is acceptable as a signed writing to the extent permissible
under applicable law. Both of us agree that for all electronic
communications, an identification code (called a "user ID") contained in an
electronic document is sufficient to verify the sender's identity and the
document's authenticity.
15. GEOGRAPHIC SCOPE
All the rights and obligations of both of us are valid only in the United
States and Puerto Rico.
16. GOVERNING LAW
The laws of the State of New York govern this Agreement.
The 'United Nations Convention on Contracts for the International Sale of
Goods' does not apply.
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IBM BUSINESS PARTNER AGREEMENT
DISTRIBUTOR ATTACHMENT
These terms prevail over and are in addition to or modify the Remarketer Terms
Attachment, and the Complementary Marketing Terms Attachment for Distributors.
1. MARKETING APPROVAL
You may be approved as a Distributor under a remarketer relationship or
under a complementary marketing relationship, or both. If we approve you to
market the Products and Services under both remarketer and complementary
marketing term transactions will be under remarketer terms. You may
unilaterally elect not to participate under remarketer terms for a specific
transaction or business segment by providing signed IBM Business Partner
Statement of Election. If you meet the requirements o Marketing Approval
section of the Complementary Marketing Terms Attachment for Distributors,
you may participate under those terms.
You are approved to market Products and Services to Business Partners (but
not to IBM approved Distributors unless we specify otherwise in your
Profile) and to End Users. Your Profile will specify to whom you may market
Products and Services.
2. YOUR RESPONSIBILITIES TO IBM
You agree:
1. to develop a mutually acceptable business plan with us, if we require
one. Such plan will document each of our marketing plans as they apply
to our relationship. We will review the plan, at a minimum, once a
year;
2. that, unless precluded by applicable law, one of the requirements for
you to retain this relationship is that you achieve the minimum annual
attainment we specify in your Profile;
3. for marketing to Remarketers, to order Products and Services as we
specify in the operations guide;
4. to maintain trained personnel, as we specify in your Profile or
Exhibit, as applicable;
5. to provide us, on our request, relevant financial information about
your business so we may, for example, use this information in our
consideration to extend credit terms to you. We may require an annual
audited financial report;
6. unless we specify otherwise in the Exhibit, to maintain the capability
to demonstrate the Products we approve you to market;
7. to maintain sufficient inventory of Products to meet Remarketer
demands. We may specify in your Exhibit certain Products we require
you to have regularly available;
8. to secure from your Business Partners a signed Program license
agreement for Programs requiring signature; and
9. to ensure that the terms in any agreement you may have with your
Business Partners are not in conflict with this Agreement.
If, during our review of your Remarketer's compliance with its Business
Partner agree with us, we find the Business Partner has materially breached
the terms of such agree you agree to refund the amount equal to the
discount or fee, as applicable we gave you the Products that are the
subject of the breach, if we require you to do so.
3. YOUR RESPONSIBILITIES TO YOUR BUSINESS PARTNERS
THE FOLLOWING TERMS APPLY ONLY WHEN YOU ARE MARKETING UNDER REMARKETING
TERMS.
You agree to:
1. provide Products and Services to them on an equitable basis; and
2. fulfill all their valid orders for eligible Products and Services; and
3. give written notification to the Remarketer of any modification you
make to a Product and the name of the warranty service provider and
advise that such modification may void the warranty for the Product.
THE FOLLOWING TERMS APPLY WHEN YOU ARE MARKETING UNDER EITHER REMARKETING
OR COMPLEMENTARY TERMS:
Page 1 of 3
You agree to:
1. provide development, demonstration, evaluation and internal use
Products (we specify eligible Products in the Exhibit) to those
Business Partners who are eligible to acquire such Products. You must
make such Products available to each of them on the same terms,
regarding the maximum quantity of Products that may be acquired and
the minimum retention period, as we make available to you;
2. provide the Program license agreement to them, if applicable, and
require them to provide the agreement to the End User;
3. provide a copy of the Licensed Internal Code agreement to Business
Partners and inform them of those Machines containing such Code; and
4. provide the following items to Business Partners when we have given
such items to you for distribution to them:
a. promotional offerings and material;
b. incentives;
c. marketing funds;
d. support documentation; and
e. advertising material.
You agree to distribute them proportionally and according to the
procedures we specify, and to require the Business Partner to properly
implement or distribute them, as applicable.
Except for personal computer Products, you also agree to:
1. inform them that you are available to provide Product and Services
support to them;
2. provide pre- and post-installation sales support to them. You agree
you are responsible for their satisfaction with such support;
3. provide configuration support to them, for Products we specify;
4. assist them in Product problem determination and resolution; and
5. advise them of the terms regarding the date of installation for
Products IBM installs.
4. YOUR REMARKETERS' RESPONSIBILITIES
When you market Products and Services to Remarketers who do not have a
contractual relationship with IBM for such Products and Services, you agree
to inform them of their responsibility to:
1. provide the support necessary to maintain customer satisfaction;
2. provide Program Services to their End Users;
3. provide Product configuration support to their End Users,
4. assist their End Users to achieve productive use of the Products and
Services they marketed;
5. inform their End Users of Product installation requirements;
6. comply with all terms regarding Program upgrades;
7. refund the amount paid for a Product returned if such return is
provided for in its warranty or license or a money-back guarantee we
offer End Users. The Remarketer may return the Product to you for
credit, as we specify in the operations guide
8. for a Program requiring the End User's signature on the Program
license agreement, obtain the signature before providing the Program
to the End User and return the agreement as we specify;
9. provide warranty information to their End Users, when applicable;
10. comply with all export laws and regulations including those of the
United States, the Governing Law section of this Agreement and any
laws and regulations of the country in which the Product is imported
or exported, and advise their End User that IBM's warranty
responsibilities do not apply (unless the warranty terms state
otherwise);
11. provide a dated sales receipt or its equivalent (such as an invoice)
to their End User;
Page 2 of 3
12. give written notice to their End Users of any modification you or the
Remarketer made to a Product and the name of the warranty service
provider and advise that such modification may void the warranty for
the Product;
13. if applicable, provide the Licensed Internal Code license agreement to
their End Users before the sale is finalized;
14. inform their End Users that the sales receipt (or other documentation,
such as Proof of Entitlement if it is required) will be necessary for
proof of warranty entitlement or for Program upgrades;
15. inform their End Users of educational offerings, as applicable;
16. advise their End Users of the terms regarding a Machine's production
status;
17. assist you in locating Products if we require such assistance from
you; and
18. retain records of each sales transaction for three years.
Page 3 of 3
IBM BUSINESS PARTNER AGREEMENT
REMARKETER TERMS ATTACHMENT
TABLE OF CONTENTS
SECTION TITLE PAGE
1. Our Relationship ................................................2
2. Ordering and Delivery ...........................................2
3. Inventory Adjustments ...........................................3
4. Price, Invoicing, Payment and Taxes .............................3
5. Licensed Internal Code ..........................................5
6. Machine Code ....................................................5
7. Programs ........................................................5
8. Export ..........................................................6
9. Title ...........................................................6
10. Risk of Loss ....................................................6
11. Installation and Warranty .......................................6
12. Warranty Service ................................................7
13. Marketing of Services ...........................................7
14. Marketing of Financing ..........................................9
15. Engineering Changes .............................................9
16. Ending the Agreement ............................................9
Page 1 of 10
IBM BUSINESS PARTNER AGREEMENT
REMARKETER TERMS ATTACHMENT
1. OUR RELATIONSHIP
As our IBM Business Partner, you market to your Customers the Products and
Services (including 'shrink-wrap" Services) we provide to you. These terms
apply to a Business Partner whose method of distribution is under our
remarketer terms, and includes Distributors, Resellers, Solution Providers,
and Systems Integrators.
RESPONSIBILITIES
Each of us agrees:
1. we offer a money-back guarantee to End Users for certain Products. You
agree to inform the End User of the terms of this guarantee before the
applicable sale. For any such Product, you agree to 1) accept its
return in the time frame we specify, 2) refund the full amount paid to
you for it, and 3) dispose of it (including all its components) as we
specify. We will pay a transportation charge for return of the Product
to us and will give you an appropriate credit.
2. each of us is free to set its own prices and terms; and
3. neither of us will discuss its Customer prices and terms in the
presence of the other.
OTHER RESPONSIBILITIES
You agree to:
1. refund the amount paid for a Product or Service returned to you if
such return is provided for in its warranty or license. You may return
the Product to us for credit at our expense, as we specify in the
operations guide;
2. provide us with sufficient, free and safe access to your facilities,
at a mutually convenient time, for us to fulfill our obligations;
3. retain records, as we specify in the operations guide, of each Product
and Service transaction (for example, a sale or credit) for three
years;
4. provide us with marketing, sales, installation reporting and inventory
information for our Products and Services, as we specify in the
operations guide;
5. when you are approved to market to Remarketers, market Products and
Services which require certification, only to Remarketers who are
certified to market them;
6. comply with all terms regarding Program upgrades;
7. provide a dated sales receipt (or its equivalent, such as an invoice)
as we specify in the operations guide, to your Customers, before or
upon delivery of Products and Services; and
8. report to us any suspected Product defects or safety problems, and to
assist us in tracing and locating Products.
2. ORDERING AND DELIVERY
You may order Products and Services from us as we specify in the operations
guide. You agree to order them in sufficient time to count toward your
minimum annual attainment, if applicable.
We will agree to a location to which we will ship. We may establish
criteria for you to maintain at such location (for example, certain
physical characteristics, such as a loading dock), as we specify in the
operations guide.
Page 2 of 10
Upon becoming aware of any discrepancy between our shipping manifest and
the Products and Services received from us, you agree to notify us
immediately. We will work with you to reconcile any differences.
Although we do not warrant delivery dates, we will use reasonable efforts
to meet your requested delivery dates.
We select the method of transportation and pay associated charges for
Products and Services we ship.
We may not be able to honor your request for modification or cancellation
of an order. We may apply a cancellation charge for orders you cancel
within 10 business days before the order is scheduled to be shipped. The
Exhibit will specify if a cancellation charge applies and where we will
specify the charge.
If we are unable to stop shipment of an order you cancel, and you return
such Product to us after shipment, our inventory adjustment terms apply.
3. INVENTORY ADJUSTMENTS
We will specify in your Exhibit the Products and Services to which this
section applies.
Products and Services you return to us for credit must have been acquired
directly from us. You must request and receive approval from us to return
the Products and Services.
Products and Services must be received by us within one month of our
approving their return, unless we specify otherwise to you in writing. We
will issue a credit to you when we accept the returned Products and
Services.
Certain Products may be acquired only as Machines and Programs packaged
together as a solution. These Products must be returned with all their
components intact.
For certain Products and Services you return, a handling charge applies. We
will specify the handling charge percentage in the Exhibit. We determine
your total handling charge by multiplying the inventory adjustment credit
amount for the Products and Services by the handling charge percent.
You agree to pay transportation and associated charges for Products and
Services you return.
Unless we specify otherwise, returned Products and Services must be in
their unopened and undamaged packages.
You agree to ensure the returned Products and Services are free of any
legal obligations or restrictions that prevent their return. We accept them
only from locations within the country to which we ship Products and
Services.
We will reject any returned Products and Services that do not comply with
these terms.
4. PRICE, INVOICING, PAYMENT AND TAXES
PRICE AND DISCOUNT
The price, and discount if we specify one, for each Product and Service
will be made available to you in a communication which we provide to you in
published form or through our electronic information systems or a
combination of both. Unless we specify otherwise, discounts do not apply to
Program upgrades, accessories, or field-installed Machine features,
conversions, or upgrades.
The price for each Product and Service is the lower of the price in effect
on the date we receive your order, or the date we ship a product or
"shrink-wrap" Service, or the start date of a Service, if it is within six
months of the date we receive your order.
Page 3 of 10
PRICE AND DISCOUNT CHANGES
We may change prices and increase discounts at any time. We may decrease
discounts on one month's written notice.
Price increases for Products and Services included in a project do not
apply to you for up to two years from the start date of a project (we will
protect the price that was in effect at the time we received the first
order for the project) if you documented the project to us and we approved
and accepted such documentation. We will specify additional details, if
any, to you in writing.
We will specify in your Exhibit if the following credit terms do not apply
to Products and Services we approve you to market.
If we decrease the price or increase the discount for a Product or Service,
you will be eligible to receive a price decrease credit or a discount
increase credit for those you acquired directly from us that are in your
inventory, or in transit, or if the Product's date of installation or
Service start date has not occurred. However, Products acquired -from. us
under a special offering (for example, a promotional price or a special
incentive) may not be eligible for a full credit. You must certify your
inventory to us in writing within one month of the effective date of the
change. The credit is the difference between the price you paid, after any
adjustments, and the new price.
THE FOLLOWING TERMS APPLY TO PROGRAMS LICENSED ON A RECURRING-CHARGE BASIS:
We may increase a recurring charge for a Program by giving you three
months' written notice. An increase applies on the first day of the invoice
or charging period on or after the effective date we specify in the notice.
INVOICING, PAYMENT AND TAXES
Amounts are due upon receipt of invoice and payable as specified in a
transaction document. You agree to pay accordingly, including any late
payment fee. Details of any late payment fee will be provided upon request
at the time of order and will be included in the notice.
You may use a credit only after we issue it.
If any authority requires us to include in our invoice to you a duty, tax,
levy, or fee which they impose, excluding those based on our net income,
upon any transaction under this Agreement, then you agree to pay that
amount.
RESELLER TAX EXEMPTION
You agree to provide us with your valid reseller exemption documentation
for each applicable taxing jurisdiction to which we ship Products and
Services. If we do not receive such documentation, we will charge you
applicable taxes and duties. You agree to notify us promptly if this
documentation is rescinded or modified. You are liable for any claims or
assessments that result from any taxing jurisdiction refusing to recognize
your exemption.
PURCHASE MONEY SECURITY INTEREST
You grant us a purchase money security interest in your proceeds from the
sale of, and your accounts receivable for, Products and Services, until we
receive the amounts due. You agree to sign an appropriate document (for
example, a "UCC-1") to permit us to perfect our purchase money security
interest.
FAILURE TO PAY ANY AMOUNTS DUE
If you fail to pay any amounts due in the required period of time, you
agree that we may do one or more of the following, unless precluded by law:
1. impose a finance charge, as we specify to you in writing, up to the
maximum permitted by law, on the portion which was not paid during the
required period;
2. require payment on or before delivery of Products and Services;
Page 4 of 10
3. repossess any Products and Services for which you have not paid. If we
do so, you agree to pay all expenses associated with repossession and
collection, including reasonable attorneys' fees. You. agree to make
the Products and Services available to us at a site that is mutually
convenient;
4. not accept your order until any amounts due are paid;
5. terminate this Agreement; or
6. pursue any other remedy available at law.
We may offset any amounts due you, or designated for your use (for example,
marketing funds or promotional offerings), against amounts due us or any of
our Related Companies.
In addition, if your account with any of our Related Companies becomes
delinquent, we may invoke any of these options when allowable by applicable
law.
5. LICENSED INTERNAL CODE
Machines (Specific Machines) containing Licensed Internal Code (Code) will
be identified in the Exhibit. We grant the rightful possessor of a Specific
Machine a license to use the Code (or any replacement we provide) on, or in
conjunction with, only the Specific Machine, designated by serial number,
for which the Code is provided. We license the Code to only one rightful
possessor at a time. You agree that you are bound by the terms of the
separate license agreement that we will provide to you.
YOUR RESPONSIBILITIES
You agree to inform your Customer, and record on the sales receipt, that
the Machine you provide is a Specific Machine using Licensed Internal Code.
The license agreement must be provided to the Customer before the sale is
finalized.
6. MACHINE CODE
For certain Machines we may provide basic input/output system code,
utilities, diagnostics, device drivers, or microcode (collectively called
"Machine Code'). This Machine Code is licensed to the End User under the
terms of the agreement provided with it. You agree to ensure the End User
is provided such agreement.
7. PROGRAMS
You agree to ensure the End User has signed the license agreement for a
Program requiring a signature, as we specify in the Exhibit, before such
Program is provided to the End User, and to provide any required
documentation to us. All other Programs are licensed under the terms of the
agreement provided with them. You agree, where applicable, to provide the
Program license to the End User before such Program is provided to the End
User.
We will designate in the Exhibit if 1) we will ship the media and
documentation to you or, if you request and we agree, to the End User, 2)
you may copy and redistribute the media and documentation to the End User,
or 3) you must copy and redistribute the media and documentation to the End
User. If we ship the media and documentation, we may charge you. We will
specify such charge to you in writing. If you copy and redistribute, you
must be licensed to use the Program from which you make the copies. A
Program license you acquired for use under the Demonstration, Development
and Evaluation Products terms fulfill this requirement.
Programs licensed to you on a recurring-charge basis are licensed for the
period indicated in our invoice. You may market such Programs only on the
same basis as licensed to you. You may not charge an End User a one-time
charge for a Program you license from us on a recurring-charge basis.
However, you may charge the End User whatever amount you wish for the
recurring-charge.
Page 5 of 10
PROGRAM SERVICES
Program Services are described in the Program's license agreement. You are
responsible to provide your Customers, who are licensed for a Program, the
Program Services we make available to you.
If the End User agrees in writing, you may:
1. delegate this responsibility to another IBM Business Partner who is
approved to market the Program, or
2. provide an enhanced version of this support through the applicable IBM
Service you market to the End User.
If you delegate your support responsibilities to another IBM Business
Partner, you retain customer satisfaction responsibility. However, if you
market our applicable Services to the End User, we assume customer
satisfaction responsibility for such support.
8. EXPORT
You may actively market Products and Services only within the geographic
scope specified in this Agreement. You may not market outside this scope,
and you agree not to use anyone else to do so.
If a Customer acquires a Product for export, our responsibilities, if any,
under this Agreement no longer apply to that Product unless the Product's
warranty or license terms state otherwise. You agree to use your best
efforts to ensure that your Customer complies with all export laws and
regulations, including those of the United States and the country specified
in the Governing Law Section of this Agreement, and any laws and
regulations of the country in which the Product is imported or exported.
Before your sale of such Product, you agree to prepare a support plan for
it and obtain your Customers agreement to that plan. Within one month of
sale, you agree to provide us with the Customer's name and address, Machine
type/model and serial number, date of sale, and destination country.
We exclude these Products from:
1. any of your attainment toward your objectives; and
2. qualification for applicable promotional offerings and marketing
funds.
We may also reduce future supply allocations to you by the number of
exported Products.
9. TITLE
When you order a Machine, we transfer title to you when we ship the
Machine.
Any prior transfer to you of title to a Machine reverts back to IBM when it
is accepted by us as a returned Machine.
We do not transfer a Program's title.
10. RISK OF LOSS
We bear the risk of loss of, or damage to, a Product or Service until its
initial delivery from us to you or, if you request and we agree, delivery
from us to your Customer. Thereafter, you assume the risk.
11. INSTALLATION AND WARRANTY
We will ensure that Machines we install are in good working order and
conform to their specifications. We provide instructions to enable the
set-up of Customer-Set-Up Machines. We are not responsible for the
installation of Programs or non-IBM Machines. We do, however, preload
Programs onto certain Machines. We provide a copy of our applicable
Page 6 of 10
warranty statement to you. You agree to provide it to the End User for
review before the sale is finalized, unless we specify otherwise.
We calculate the expiration date of an IBM Machine's warranty period from
the Machine's Date of Installation. Warranty terms for Programs are
described in the Programs' license terms.
We provide non-IBM Products WITHOUT WARRANTIES OF ANY KIND, unless we.
specify otherwise. However, non-IBM manufacturers, suppliers, or publishers
may provide their own warranties to you.
For non-IBM Products we approve you to market, you agree to inform your
Customer in writing 1) that the Products are non-IBM, 2) the manufacturer
or supplier who is responsible for warranty (if any), and 3) of the
procedure to obtain any warranty service.
DATE OF INSTALLATION FOR A MACHINE WE ARE RESPONSIBLE TO INSTALL
The Date of Installation for a Machine we are responsible to install is the
business day. after the day 1) we install it or, 2) it is made available
for installation, if you (or the End User) defer" installation. Otherwise
(for example, if others install or break its warranty seal), it is the day
we deliver the Machine to you (or the End User). In such event, we reserve
the right to inspect the Machine to ensure its qualification for warranty
entitlement.
THE DATE OF INSTALLATION FOR A CUSTOMER-SET-UP MACHINE
The Date of Installation for a Customer-Set-Up Machine is the date the
Machine is installed which you or your Remarketer, if applicable, record on
the End User's sales receipt. You must also notify us of this date upon our
request.
INSTALLATION OF MACHINE FEATURES, CONVERSIONS, AND UPGRADES
We sell features, conversions and upgrades for installation on Machines,
and, in certain instances, only for installation on a designated, serial
numbered Machine. Many of these transactions involve the removal of parts
and their return to us. As applicable, you represent that you have the
permission from the owner and any lien holders to 1) install features,
conversions and upgrades and 2) transfer the ownership and possession of
removed parts (which become our property) to us. You further represent that
all removed parts are genuine, and unaltered, and in good working order. A
part that replaces a removed part will assume the warranty and maintenance
Service status of the replaced part. You agree to allow us to install the
feature, conversion, or upgrade within 30 days of its delivery. Otherwise,
we may terminate the transaction and you must return the feature,
conversion, or upgrade to us at your expense.
12. WARRANTY SERVICE
We will specify in the Exhibit whether you or we are responsible to provide
Warranty Service for a Machine.
When we are responsible for providing Warranty Service for Machines, you
are not authorized to provide such Service, unless we specify otherwise in
the Exhibit.
When you are responsible for providing Warranty Service, you agree to do so
according to the terms we specify in the Warranty Service Attachment.
13. MARKETING OF SERVICES
The following are the conditions under which you may market Services;
1. if you marketed a Product to the End User, you may market the
Services, specified in the Exhibit; or
2. regardless of whether you marketed a Product to the End User you may
market the Services we specify in your Profile.
Page 7 of 10
If you are an IBM Distributor the following paragraph applies:
The following are the conditions under which you may market Services:
1. if your Remarketer marketed a Product to the End User, you may market
the Services, specified in the Exhibit, to your Remarketer only for
the Remarketer's marketing to such End User; and
2. regardless of whether your Remarketer marketed a Product to the End
User you may market the Services we specify in your Profile to your
Remarketer, who may market such Services.
You may market Services on eligible non-IBM Products regardless of whether
you marketed a Machine or Program to the End User.
MARKETING OF SERVICES FOR A FEE
The terms of this subsection apply when we perform the Services to the End
User at prices we set and under the terms of our Service agreement, signed
by the End User. We pay you a fee for marketing such Services.
You will receive a fee for marketing eligible Services when 1) you identify
the opportunity and perform the marketing activities, 2) you provide us
with the order and any required documents signed by the End User, and 3) a
standard Statement of Work is used and there are no changes, and no
marketing assistance from us is required.
Alternatively, you will receive a fee for a lead for eligible Services when
it 1) is submitted on the form we provide to you, 2) is for an opportunity
which is not known to us, and 3) results in the End User ordering the
Service from us within six months from the date we receive the lead from
you.
We will not pay you the fee if 1) the machine or program is already under
the applicable Service, 2) we have an agreement with the End User to place
the machine or program under the applicable Service, or 3) the Service was
terminated by the End User within the last six months.
If the Service is terminated within three months of the date payment from
the End User was due us, you agree to reimburse us for any associated
payments we made to you. The reimbursement may be prorated if the Service
is on a recurring charge basis.
We periodically reconcile amounts we paid you to amounts you actually
earned. We may deduct amounts due us from future payments we make to you,
or ask you to pay amounts due us. Each of us agrees to promptly pay the
other any amounts due.
REMARKETING OF SERVICES
We provide terms in an applicable Service Attachment governing your
remarketing of eligible Services the End User purchases from you and which
we perform under the terms of the IBM Service agreement with the End User.
Shrink-wrap Services are performed under the terms of the agreement
provided with them. If the terms of the agreement are not visible on the
shrink-wrap package, you agree to provide (or, if applicable, request your
Remarketer to provide) the Services terms to the End User before such
Services are acquired by the End User.
SERVICES WE PERFORM AS YOUR SUBCONTRACTOR
If approved on your Profile, we will provide terms in an applicable Service
Attachment governing our provision of the Services we perform as your
subcontractor. Such Services are those an End User purchases from you under
the terms of your service agreement.
Page 8 of 10
14. MARKETING OF FINANCING
If we approve you on your Profile, you may market our Financing Services
for Products and Services and any associated products and services you
market to the End User. If you market our Financing Services, we will pay
you a fee as we specify to you in your Exhibit.
We provide Financing Services to the End User under the terms of our
applicable agreements signed by the End User. You agree, that for the items
that will be financed, 1) you will promptly provide us any required
documents including invoices, with serial numbers, if applicable, 2) the
supplier will transfer clear title to us, and 3) you will not transfer to
us any obligations under your agreements with the End User. We will make
payment for the items to be financed when the End User has initiated
financing and acknowledged acceptance of the items being financed. Payment
will be made to you, or the supplier, as appropriate.
15. ENGINEERING CHANGES
You agree to allow us to install mandatory engineering changes (such as
those required for safety) on all Machines in your inventory, and to use
your best efforts to enable us to install such engineering changes on your
Customers' Machines. Mandatory engineering changes are installed at our
expense and any removed parts become our property.
During the warranty period, we manage and install engineering changes at:
1. your or your Customer's location for Machines for which we provide
Warranty Service; and
2. your location for other Machines.
Alternatively, we may provide you with the parts (at no charge) and
instructions to do the installation yourself We will reimburse you for your
labor as we specify.
16. ENDING THE AGREEMENT
Regardless of the contract duration specified in the Profile, or any
renewal period in effect, either of us may terminate this Agreement, with
or without cause, on three months' written notice. If, under applicable
law, a longer period is mandatory, then the notice period is the minimum
notice period allowable.
If we terminate for cause (such as you not meeting your minimum annual
attainment), we may, at our discretion, allow you a reasonable opportunity
to cure. If you fail to do so, the date of termination is that specified in
the notice.
However, if either party breaches a material term of the Agreement, the
other party may terminate the Agreement on written notice. Examples of such
breach by you are: if you do not maintain customer satisfaction; if you do
not comply with the terms of a transaction document; if you repudiate this
Agreement; or if you make any material misrepresentations to us. You agree
that our only obligation is to provide the notice called for in this
section and we are not liable for any claims or losses if we do so.
At the end of this Agreement, you agree to:
1. pay for or return to us, at our discretion, any Products or
shrink-wrap Services for which you have not paid; and
2. allow us, at our discretion, to acquire any that are in your
possession or control, at the price you paid us, less any credits
issued to you. Products and shrink-wrap Services to be returned must
be in their unopened and undamaged packages and in your inventory (or
in transit from us) on the day this Agreement ends. We will inspect
them, and reserve the right of rejection. You agree to pay all the
shipping charges.
Page 9 of 10
At the end of this Agreement, each of us agrees to immediately settle any
accounts with the other. We may offset any amounts due you against amounts
due us, or any of our Related Companies as allowable under applicable law.
You agree that if we permit you to perform certain activities after this
Agreement ends, you will do so under the terms of this Agreement.
Page 10 of 10
IBM BUSINESS PARTNER AGREEMENT
ATTACHMENT FOR SERVICES MARKETING FOR REMARKETERS
THESE TERMS PREVAIL OVER AND ARE IN ADDITION TO OR MODIFY THE REMARKETER TERMS
ATTACHMENT.
THE FOLLOWING TERMS GOVERN YOUR MARKETING OF SERVICES THE END USER PURCHASES
FROM YOU (OR IF YOU ARE OUR DISTRIBUTOR, FROM YOUR REMARKETER), AND WHICH WE
PERFORM UNDER THE TERMS OF THE IBM AGREEMENT FOR SERVICES ACQUIRED FROM AN IBM
BUSINESS PARTNER (IBM SERVICE AGREEMENT). WE PROVIDE ADDITIONAL TERMS TO YOU, IF
ANY, IN SPECIFIC SERVICE ATTACHMENTS, OR TRANSACTION DOCUMENTS.
1. IBM SERVICES
Services may be either standard offerings or customized to the End User's
specific requirements. Each Service transaction MAY include one or more
Services that:
1. expire at task completion or an agreed upon date;
2. automatically renew as another transaction with a specified contract
period. Renewals will continue until the Service is terminated; or
3. do not expire and are available for use until either of us terminates
the Service, or we withdraw the Service.
If we make a change to the terms of a renewable Service that affects the
End Users current Service Agreement contract period and the End User
considers it unfavorable and you advise us in writing, we will defer the
change until the end of that contract period.
2. PRICES AND PAYMENT
The amount payable for a Service will be based on one or more of the
following types of charges:
1. recurring (for example, a periodic charge for support Services).
2. time and materials (for example, charges for hourly Services); or
3. fixed price (for example, a specific amount agreed to between us for a
custom Service).
Services we make available to you on a recurring-charge basis are made
available for the period indicated in our invoice, statement of work, or
other transaction document, as applicable. You may market such Services
only on a recurring charge basis.
We may increase recurring charges for Services, as well as hourly or daily
rates and minimums for Services we perform under the IBM Service Agreement,
by giving you three month's written notice. An increase applies on the
first day of the applicable invoice or charging period, on or after the
effective date we specify in the notice;
We may increase one time charges without notice. However, an increase to
one time charges does not apply to you if 1) we receive your order before
the announcement date of the increase, and 2) we make the Service available
within three months of our receipt of your order.
Charges for Services are billed as we specify, which may be 1) in advance,
2) periodically during the performance of the Service, or 3) after the
Service is completed.
Prepaid Services must be used within the applicable contract period. If we
withdraw a Service for which you prepaid, and we have not fully provided
such Service, we will give a prorated refund. Unless we specify otherwise,
we do not give credits or refunds for unused prepaid Services.
If an End User is eligible for a credit under the terms of the IBM Service
Agreement (for example, a satisfaction guarantee credit, or a credit for
withdrawn Services not fulfilled), you
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agree to ensure the applicable prorated credit is issued to the End User.
We will issue the appropriate credit to you. If you are our Distributor,
you agree to issue the applicable credit to your Remarketer.
ADDITIONAL CHARGES
We specify in the IBM Service Agreement additional charges that apply under
specific conditions. When applicable, such charges apply to you. Depending
on the particular Service or circumstance, if other charges apply we will
inform you in advance.
3. NOTICES
Each of us agrees to give the other a copy of notices or requests received
from or sent to an End User applicable to the IBM Service Agreement.
You agree to ensure certain Services Attachments and transaction documents,
if any, are made available to End Users for their signature, if required.
Such documents may have terms in addition to those we specify in the IBM
Service Agreement.
4. SERVICES REQUIREMENTS CHANGES
During the Service period you may update the requirements, including adding
Products to be covered by the Service, as well as increasing the Service
requirements. We will adjust our invoicing to you accordingly.
5. TERMINATION OF SERVICES
If either IBM or the End User does not meet its obligations concerning a
Service, the other party may terminate the Service. We will inform you of
any such termination.
For a Service the End User terminates, you agree to ensure we are provided
one month's written notice from the End User. For a Service you decide to
terminate, you agree to provide one month's written notice to us and the
End User.
When an expiring or renewable Service transaction is terminated, such
termination will result in an adjustment charge equal to the lesser of
1. the charges remaining to complete the contract period; or
2. one of the following if specified in the transaction document
a. the charges remaining to complete the contract period multiplied
by the adjustment factor specified; or
b. the amount specified.
You also agree to pay us for all Services we provide and any Material we
deliver through Service termination and any charges we incur in terminating
subcontracts.
Adjustment charges do not apply if you terminate:
1. a non-expiring Service on one month's written notice provided the End
User has met all minimum requirements specified in the applicable
Attachments and transaction documents, if any,
2. a renewable Service or a non-expiring maintenance Service on written
notice, provided the End User has met the minimum requirements
specified in the applicable Attachments and transaction documents, if
any, and any of the following circumstances occur:
a. the eligible Product for which the Service is provided is
permanently removed from productive use within the End User's
enterprise;
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b. an increase in the Service charges, either alone or in
combination with prior increases over the previous twelve months,
is more than the maximum specified in the applicable transaction
document. If no maximum is specified, then the circumstance does
not apply;
c. the eligible location, for which the Service is provided, is no
longer controlled by the End User (for example, because of sale
or closing of the facility), or
d. the machine has been under maintenance Services for at least six
months and you ensure, for a Service the End User terminates, we
have been provided one month's written notice by the End User
prior to terminating the maintenance Service. For such Service
which you decide to terminate, you agree to provide one month's
written notice to us.
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IBM BUSINESS PARTNER AGREEMENT
IBM WARRANTY SERVICE ATTACHMENT
IBM WARRANTY SERVICE RESPONSIBILITY
You may provide IBM Warranty Service from locations we approve. You must apply
for approval and meet the criteria we specify in the Service support guidelines
we provide to you.
If we do not approve you to provide IBM Warranty Service from a location, you
agree to assign such Service to us or to any party approved by us to provide IBM
Warranty Service (unless we specify otherwise to you in the Service support
guidelines).
WHEN YOU ARE APPROVED TO PROVIDE IBM WARRANTY SERVICE FROM A LOCATION
When you are approved to provide IBM Warranty Service from a location, you agree
to do the following, as we specify in the Service support guidelines we provide:
1. validate that the End User is entitled to IBM Warranty Service;
2. maintain IBM Warranty Service approval status and capability;
3. ensure the Service is performed only by personnel trained to our standards
and consistent with our service terms;
4. provide the Service even for IBM Machines the End User did not acquire from
you (unless you have assigned responsibility, as described below in the
subsection entitled 'Assignment of IBM Warranty Service Responsibility',
for all units of such Machine type/model);
5. not assign, delegate or subcontract the IBM Warranty Service responsibility
unless approved by us in writing;
6. service Machines only at locations we approve or at your End Users'
locations;
7. submit only valid warranty-reimbursement requests to us: and
8. retain records for three years, by location, of each warranty claim you
submit to us.
We will:
1. inform you of the IBM Warranty Service approval process;
2. train you to provide IBM Warranty Service. We provide training for the
minimum number of your Service personnel that we require and additional
training at your request. We may charge a fee for the training. We will
specify if there is a fee.
Additionally, for each location from which we approve you to provide IBM
Warranty Service, we will specify if there is a one-time Warranty Service start
up fee, and we will:
1. provide you with necessary technical information; and
2. pay you for IBM Warranty Service you provided and exchange (or reimburse
you for) parts. Such parts must be received by us within the time period we
specify.
In the event you are no longer approved to provide IBM Warranty Service, you
agree to inform your End Users and any IBM Business Partner for whom you were
the assignee.
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IF YOU ARE NOT APPROVED TO PROVIDE WARRANTY SERVICE FROM A LOCATION
If you are not approved to provide IBM Warranty Service from a location, you
agree to:
1. assign, without delay, the IBM Warranty Service to us or any party approved
by us; and
2. notify your End User of the assignment.
ASSIGNMENT OF IBM WARRANTY SERVICE RESPONSIBILITY
YOUR IBM WARRANTY SERVICE RESPONSIBILITY AS AN ASSIGNOR.
Unless we specify otherwise to you in writing, you may assign IBM Warranty
Service responsibility to us or to any party approved by us to provide it for:
1) all IBM Machines, 2) all units of an IBM Machine type/model by specifying
that choice in your Profile, or 3) for individual IBM Machines at the time of
sale to the End User. For Machines for which you assign IBM Warranty Service
responsibility, you agree to:
1. ensure the assignee accepts IBM Warranty Service responsibility for each
Machine assigned;
2. provide a copy of the sales receipt to the assignee. Such sales receipt
must specify the End User's name, Machine type/model, serial number, date
of sale, date of delivery and installed-at location. If you do not indicate
an assignee's name or location on the sales receipt, or if the assignee's
name or location is not valid, you will be responsible for providing IBM
Warranty Service for that Machine;
3. notify your End User of the assignment; and
4. remain responsible for your End User's satisfaction with such Service.
If you assign IBM Warranty Service for all units of an IBM Machine type/model to
us or to a party approved by us as you specify in your Profile, you are not
required to maintain the capability to provide IBM Warranty Service for that IBM
Machine type/model.
The responsibility to provide IBM Warranty Service reverts to you if the End
User is not satisfied with the IBM Warranty Service provided by your assignee or
if the assignee loses its approval to provide IBM Warranty Service. You may
subsequently assign such responsibility consistent with the provisions of this
subsection. In such event, you are responsible to provide the End User and the
new assignee with written notice of the assignment.
YOUR IBM WARRANTY SERVICE RESPONSIBILITY AS AN ASSIGNEE.
If you accept assignment of IBM Warranty Service responsibility from an IBM
Business Partner, the applicable provisions of this Attachment apply to you.
As an assignee, you accept such responsibility for each Machine for which you
are named on the End User's sales receipt. You may not reassign such
responsibility. If, at a later date, the assignor is no longer approved to
market the Machine type/model, you will have the additional responsibility for
the End User's IBM Warranty Service satisfaction.
MAINTENANCE PARTS
We provide maintenance parts for use in providing IBM Warranty Service on IBM
Machines and for maintaining Machines. You agree to maintain an inventory of
such parts to meet your Customers' service requirements. We provide maintenance
parts for Warranty Service on an exchange basis. We will inform you of the price
of such parts. These maintenance parts may not be new, but will be in good
working order.
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IBM BUSINESS PARTNER AGREEMENT FOR RESELLERS
1. MARKETING APPROVAL
As our IBM Business Partner-Reseller, we approve you under the terms of
this Agreement to market to End Users Products and Services specified on
the signature page. You acquire such Products and Services from an IBM
Distributor.
2. DEFINITIONS
END USER is anyone, who is not part of the enterprise of which you are a
part, who uses Services or acquires Products for its own use and not for
resale.
ENTERPRISE is any legal entity and the subsidiaries it owns by more than
50%.
MACHINE is a machine, its features, conversions, upgrades, elements,
accessories, or any combination of them. The term 'Machine' includes an IBM
Machine and any non-IBM Machine (including other equipment) that we approve
you to market.
PRODUCT is a Machine or Program.
PROGRAM is an IBM Program or a non-IBM Program provided under its
applicable license terms, that we approve you to market.
SERVICE is the performance of a task, provision of advice and counsel,
assistance, or use of a resource that we approve you to market.
3. OUR RELATIONSHIP
Each of us agrees that:
1. each of us is responsible for our own expenses regarding fulfillment
of our responsibilities and obligations under the terms of this
Agreement;
2. neither of us will assume or create any obligations on behalf of the
other or make any representations or warranties about the other, other
than those authorized;
3. neither of us will bring a legal action against the other more than
two years after the cause of action arose, unless otherwise provided
by local law without the possibility of contractual waiver;
4. failure by either of us to insist on strict performance or to exercise
a right when entitled does not prevent either of us from doing so at a
later time, either in relation to that default or any subsequent one;
5. all information exchanged between us is non-confidential, unless both
of us agree otherwise in writing;
6. IBM may change the terms of this Agreement on one month's written
notice. Otherwise, for any other change to be valid, both of us must
agree in writing. Changes are not retroactive. Additional or different
terms in a communication from you are void; and
7. IBM reserves the right to assign, in whole or in part, this Agreement
to any other IBM related company.
4. YOUR RESPONSIBILITIES TO IBM
You agree:
1. to provide us, or our representative, with access to your facilities
in order for us to fulfill our obligations and to review your
compliance with the Agreement;
2. your rights under this Agreement are not property rights and,
therefore, you can not transfer them to anyone else or encumber them
in any way;
3. to maintain the criteria we specified when we approved you;
4. to retain records of each Product and Service transaction (for
example, a sale, a credit or a warranty claim) for three years and
provide us relevant records on request. We may reproduce and retain
copies of these records;
5. to report to us any suspected Product defects or safety problems, and
to assist us in tracing and locating Products; and
6. to comply with the highest ethical principles in performing under the
Agreement. You will not offer or make payments or gifts (monetary or
otherwise) to anyone for the purpose of wrongfully influencing
decisions in favor of IBM, directly or indirectly. IBM may terminate
this Agreement immediately in case of a) a breach of this clause or b)
when IBM reasonably believes such a breach has occurred.
5. YOUR RESPONSIBILITIES TO END USERS
You agree to:
1. be responsible for customer satisfaction and to participate in
customer satisfaction programs as we determine;
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2. refund the amount paid for a Product returned to you because the End
User returned it to you under the terms of its warranty or did not
accept the terms of the license or a money back guarantee we offer End
Users. You may return such Products to the IBM Distributor from whom
you acquired them for credit;
3. Provide installation and post-installation support for the offering
you marketed. For Products and Services, to be the primary contact for
Product information, technical advice and operational advice
associated with the offering. You may delegate these support
responsibilities and those for any other associated products, to
another IBM Business Partner who is approved to market such Products.
If you do, you retain customer satisfaction responsibilities.
Alternatively, such support responsibilities will be provided by IBM
if you market the applicable IBM Services to the End User. If you do,
we assume customer satisfaction responsibilities for such support;
4. provide a dated written record, such as a sales receipt or an invoice,
which specifies the End User's name, the part number or the Machine
type/model, and serial number, if applicable;
5. inform your End User, in writing, who the warranty provider is, if
other than yourself, and of any other applicable Warranty information,
as well as any modification you or the IBM Distributor make to a
Product and advise that such modification may void the warranty; and
6. inform your End User that the sales receipt (or other documentation we
may specify, such as Proof of Entitlement, if it is required) will be
necessary for proof of warranty entitlement and for Program upgrades.
6. STATUS CHANGE
You agree to give us prompt written notice (unless precluded by law or
regulation) OF any substantive change or anticipated change to the
information supplied in your application. Upon notification OF such change,
(or in the event of failure to give notice of such change) IBM may, at its
sole discretion, immediately terminate this Agreement.
7. MARKETING FUNDS AND PROMOTIONAL OFFERINGS
We may provide marketing funds and promotional offerings. If we do, you
agree to use them according to our guidelines and to maintain records of
your activities regarding the use of such funds and offerings for three
years. We may withdraw or recover marketing funds and promotional offerings
from you if you breach any terms of the Agreement. Upon notification of
termination of the Agreement, marketing funds and promotional offerings
will no longer be available for use by you, unless we specify otherwise in
writing.
8. PRODUCTION STATUS
Each IBM Machine is manufactured from new parts, or new and used parts. In
some cases, the IBM Machine may not be new and may have been previously
installed. You agree to inform your End User of these terms in writing.
Regardless of the IBM Machine's production status, IBM's warranty terms
apply. Warranty information is available from your IBM Distributor.
9. WARRANTY SERVICE
If we approve you to provide Warranty Service, you agree to do so under the
guidelines we specify to you.
10. MARKETING OF SERVICES FOR A FEE
You may market IBM Services which IBM or your IBM Distributor make
available to you, to an End User if you 1) marketed a Product under this
Agreement to that End User, or 2) are approved on the signature page of
this Agreement to market such Services.
If you market an IBM Service which is eligible for a fee and which your IBM
Distributor makes available to you, we will pay the fee to your IBM
Distributor. Alternatively, if such IBM Service is not available from your
IBM Distributor, but is available to you, we will pay the fee to you.
In either case we will pay the fee when 1) you identify the opportunity and
perform the marketing activities, 2) you provide the order and any required
documents, signed by the End User, where required, and 3) if a standard
Statement of Work is used, there are no changes, and no marketing
assistance from us is required.
Additionally, for Services we specify, and which are not available from
your IBM Distributor, we will pay you a fee when you provide us a lead and
the following criteria are met: 1) it is submitted on a form we provide to
you, 2) it is for an opportunity which is not known to us, and 3) it
results in the End User ordering the Service from us within six months from
the date we receive the lead from you.
11. EXPORT
You may actively market Products and Services only within the geographic
scope specified in this Agreement. You may not market outside this scope,
and you agree not to use anyone else to do so. If a customer acquires a
Product for export, our responsibilities, if any, under this Agreement no
longer apply to that Product, unless the Product's warranty, or license
terms state otherwise. You agree to use your best efforts to ensure that
your customer complies-with all export laws and regulations including those
of the United States and the country specified in the Governing Law Section
of this Agreement, and any laws and regulations of, the country in which
the Product is imported or exported. Before your sale of such Product, you
agree to prepare a support plan for it and obtain your customer's agreement
to that plan. Within one month of sale, you agree to provide us with the
customer's name and address, Machine type/model and serial number, date of
sale, and destination country. We exclude these Products from any of your
attainment objectives and qualification for applicable promotional
offerings and marketing funds.
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12. TRADEMARKS
We will notify you in written guidelines of the IBM Business Partner title
and emblem which you are authorized to use. You may not modify the emblem
in any way. You may use our Trademarks (which include the title, emblem,
IBM Trademarks and service marks) only:
1. within the geographic scope of this Agreement;
2. in association with Products and Services we approve you to market;
and
3. as described in the written guidelines provided to you,
The royalty normally associated with non-exclusive use of the Trademarks
will be waived, since the use of this asset is in conjunction with
marketing activities supporting sales of Products and Services.
You agree to promptly modify any advertising or promotional materials that
do not comply with our guidelines. If you receive any complaints about your
use of a Trademark, you agree to promptly notify us. When this Agreement
ends, you agree to promptly stop using our Trademarks. If you do not, you
agree to pay any expenses and fees we incur in getting you to stop.
You agree not to register or use any ▇▇▇▇ that is confusingly similar to
any of our Trademarks.
Our Trademarks, and any goodwill resulting from your use of them, belong to
us.
13. LIABILITY
Circumstances may arise where, because of a default or other liability, one
of us is entitled to recover damages from the other. In each such instance,
regardless of the basis on which damages can be claimed, the following
terms apply as your exclusive remedy and our exclusive liability.
We are responsible for the amount of any actual loss or damage, up to the
greater of $100,000 or the charges (if recurring, 12 months' charges apply)
for the Product that is the subject of the claim.
Under no circumstances (except as required by law) are we liable for
third-party claims against you for losses or damages, or for special,
incidental, or indirect charges, or for any economic consequential damages
(including lost profits or savings) even if we are informed of their
possibility.
In addition to damages for which you are liable under law and the terms of
this Agreement, you will indemnify us for claims by others made against us
by others (particularly regarding statements, representations, or
warranties not authorized by us) arising out of your conduct under this
Agreement or as a result of your relations with anyone else.
14. ELECTRONIC COMMUNICATIONS
Each of us may communicate with the other by electronic means, and such
communication is acceptable as a signed writing to the extent permissible
under applicable law. Both of us agree that for all electronic
communications, an identification code (called a 'user ID') contained in an
electronic document is legally sufficient to verify the sender's identity
and the document's authenticity.
15. ENDING THE AGREEMENT
Either of us may terminate this Agreement, with or without cause, on three
months' written notice. If, under applicable law, a longer period is
mandatory, then the notice period is the minimum notice period allowable.
If we terminate for cause we may, at our discretion, allow you a reasonable
opportunity to cure. If you fail to do so, the date of termination is that
specified in the notice.
However, if either party breaches a material term of the Agreement, the
other party may terminate the Agreement on written notice. Examples of such
breach by you are if you do not maintain customer satisfaction; if you
repudiate this Agreement; or if you make any material misrepresentations to
us. You agree that our only obligation is to provide the notice called for
in this section and we are not liable for any claims or losses if we do so,
You agree that if we permit you to perform certain activities after this
Agreement ends, you will do so under the terms of this Agreement.
16. GEOGRAPHIC SCOPE
All the rights and obligations of both of us are valid only in the United
States and Puerto Rico.
17. GOVERNING LAW
The laws of the State of New York govern this Agreement. The 'United
Nations Convention on the International Sale of Goods' does not apply.
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Contract Start Date Duration 24 months. ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
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Unless we specify otherwise in writing, the Agreement will be renewed
automatically for subsequent two year periods. Each of us is responsible to
provide the other three months' written notice if the Agreement will not be
renewed.
PRODUCTS AND SERVICES YOU ARE APPROVED TO MARKET:
Personal computer Products and associated Services.
MINIMUM ANNUAL ATTAINMENT: NOT APPLICABLE.
This Agreement is the complete agreement regarding this relationship, and
replaces any prior oral or written communications between us. Once this
Agreement is signed 1) any reproduction of this Agreement made by reliable means
(for example, photocopy or facsimile) is considered an original, to the extent
permissible under applicable law, and 2) all Products and Services you market
and Services you perform under this Agreement are subject to it.
Agreed to: MicroAge Integration Company Agreed to:
(IBM Business Partner name) International Business Machines Corporation
By:_____________________________________ By:____________________________________
(Authorized Signature) (Authorized Signature)
Name (type or print): Name (type or print): ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Date: Date:
IBM Business Partner Address: IBM Address: IBM Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Research ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
