Common use of Vendor Obligations Clause in Contracts

Vendor Obligations. (a) Vendor shall establish and maintain the appropriate hypertext links from its Online Service Page and the NAI Internet Sites to the designated URL or URLs for the Managed Site under the designation, the McAfee Mall, McAfee Store or such other designation as may be give to the Managed Site. Such links shall be of reasonable prominence to give sufficient notice to viewers of Vendor's Online Service Page. (b) Other than technical support related to Vendor Clients' purchases and downloading of the Vendor Products, Vendor shall provide all other support to Vendor Clients, including without limitation, the support being provided in accordance with its current technical support policies. (c) Vendor shall cooperate and work with Reseller in accordance with the terms of the Miscellaneous section of Exhibit "A" of this Agreement. (d) Except for those Products listed in Exhibit "A" of this Agreement, Vendor shall not sell Vendor's or other third party software (including the Products) from its public web sites except through the Managed Site or the Destination (as defined in the Co-Hosting Agreement). Vendor agrees that any software and computer hardware offered for sale on the Managed Site must be fulfilled, at Vendor's election, through the Managed Site, the Destination or must link to the Co-Host Site (as defined in the Co-Hosting Agreement). Vendor will not advertise on the Managed Site (whether with banners, buttons or other forms of online advertising) or link directly to web sites which are involved in the resale of software from such page on the web sites. (e) Vendor will display on each page of the Managed Site a statement to the effect that the Managed Site is operated by Vendor in partnership of with Reseller. The parties will agree in good faith on the prominence and exact format of such statement on each such page with increasing prominence to be given to such statement on the online order pages of the Managed Site. (f) Vendor will reasonably promote and operate the Managed Site.

Vendor Obligations. (a) Vendor shall establish and maintain the appropriate hypertext links from its Online Service Page and the NAI Internet Sites to the designated URL or URLs for the Managed Site under the designation, the McAfee Mall, McAfee Store or such other designation as may be give given to the Managed Site. Such links shall be of reasonable prominence to give sufficient notice to viewers of Vendor's Online Service Page. (b) Other than technical support related to Vendor Clients' purchases and downloading of the Vendor Products, Vendor shall provide all other support to Vendor Clients, including without limitation, the support being provided in accordance with its current technical support policies. (c) Vendor shall cooperate and work with Reseller reseller in accordance with the terms of the Miscellaneous section of Exhibit "A" of this Agreement. (d) Except for those Products listed in Exhibit "A" of this Agreement, Vendor shall not sell Vendor's or other third party software (including the Products) from its public web sites except through the Managed Site or the Destination (as defined in the Co-Hosting Agreement). Vendor agrees that any software and computer hardware offered for sale on the Managed Site must be fulfilled, at Vendor's election, through the Managed Site, the Destination or must link to the Co-Host Site (as defined in the Co-Hosting Agreement). Vendor will not advertise on the Managed Site (whether with banners, buttons or other forms of online advertising) or link directly to web sites which are involved in the resale of software from such page on the web sites.on (e) Vendor will display on each page of the Managed Site a statement to the effect that the Managed Site is operated by Vendor in partnership of with Reseller. The parties will agree in good faith on the prominence and exact format of such statement on each such page with increasing prominence to be given to such statement on the online order pages of the Managed Site. (f) Vendor will reasonably promote and operate the Managed Site.

Vendor Obligations. 4.1 SHIPPING/EXPORT (a) Vendor shall establish ship Product pursuant to Ingram purchase order(s) ("P.O."). Product shall be shipped F.O.B. destination via ground freight to Xxxxxx'x designated United States (U.S.) warehouse or other specified location within the U.S. If Ingram requires expedited freight, Vendor will use Xxxxxx'x designated carrier and maintain invoice Ingram the appropriate hypertext links from its Online Service Page difference in freight cost between the ground freight and the NAI Internet Sites expedited freight charges. [*] For all shipments Vendor agrees to comply with Xxxxxx'x Vendor Routing and Packaging Guide attached hereto as Exhibit A (the designated URL "Guide"). Vendor is not obligated to utilize the carrier selection as specified in the routing matrix Section of the Guide but is encouraged to do so. In the event Ingram is erroneously charged for freight costs, upon notice from Ingram, Vendor agrees to immediately reimburse Ingram via credit or URLs for the Managed Site under the designation, the McAfee Mall, McAfee Store or such other designation as may be give to the Managed Site. Such links shall be of reasonable prominence to give sufficient notice to viewers of Vendor's Online Service Pagevia a check if there are no outstanding invoices. (b) Other than technical support related Xxxxxx requires concurrent with the execution of this Agreement Export Administration Regulations product classification and supporting documentation: Certificate of Origin (General Use and/or NAFTA), Export Commodity Control Number's; (ECCN's), General License and/or Individual Validated License information and Schedule "B"/Harmonized Numbers. This applies when distribution rights granted under Section 1.1 are outside the United States for the initial Product/s and when additions or changes to these Products occurs. 4.2 INVOICING For each Product shipment to Ingram, Vendor Clients' purchases shall issue to Ingram an invoice showing Xxxxxx'x order number, the Product part number, description, price and downloading of the Vendor Productsany discount. At least monthly, Vendor shall provide Ingram with a current statement of account, listing all other support to Vendor Clients, including without limitation, invoices outstanding and any payments made and credits given since the support being provided in accordance with its current technical support policiesdate of the previous statement. 4.3 PRODUCT AVAILABILITY Vendor agrees to maintain sufficient Product inventory to fill historically expected Ingram orders. If a shortage of any Product exists, for Product shipped by Vendor into Xxxxxx'x territory, Vendor agrees to allocate such shipped inventory of such Product to Ingram in proportion to Xxxxxx'x percentage of all accepted Vendor's customer orders for such Product during the previous sixty (c60) days, where the denominator is all accepted Vendor customer orders for the same Product from all distributors in the same territory and the numerator is Xxxxxx'x accepted customer order for the same Product for the same territory. 4.4 PRODUCT MARKING Vendor will clearly xxxx each unit of Product with the Product name and computer compatibility. Such packaging will also bear a machine-readable bar code identifier scannable in standard Uniform Product Code (UPC) format. The bar code must identify the Product as specified by the Uniform Code Council (UCC). If the Vendor or Ingram customers' require serial ------------------------------------------------------------------------------ CONFIDENTIAL VENDOR INITIALS ________ XXXXXX'X INITIALS ________ Confidential treatment has been requested with respect to the omitted portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. number tracking the serial number must be clearly marked and bar coded on the outside of the individual selling unit. The bar code shall fully comply with all conditions regarding standard product labeling set forth in the Guide specified in Section 4.1(a) above. Vendor may be assessed a reasonable per unit charge for all Product not in conformance herewith. 4.5 TECHNOTES Vendor will within thirty (30) days of execution of this Agreement sign the CIS/Manufacture Product Information Library - TechNotes and Content Distribution Agreements as shown in Exhibit B and provide the required product information in the designated template format. 4.6 SUPPORT At no charge to Ingram, Vendor shall cooperate support Product and work with Reseller any reasonable Ingram efforts to sell Product. Vendor shall also provide to Ingram, its employees, and its customers reasonable amounts of sales literature, advertising materials, and training and support in accordance with the terms of the Miscellaneous section of Exhibit "A" of this AgreementProduct sales. 4.7 NEW PRODUCT Vendor shall endeavor to notify Ingram at least thirty (d30) Except days before the date any new Product is introduced. Vendor shall make such Product available for those Products listed distribution by Ingram no later than the date it is first offered for sale in Exhibit "A" the marketplace. 4.8 INSURANCE Vendor shall carry insurance coverage for product liability/completed operations with minimum limits of [*]. Within ten (10) days of full execution of this Agreement, Vendor shall not sell Vendor's or other third party software provide Ingram with a Certificate of Insurance. This Certificate of Insurance must include: (including the Productsi) from its public web sites except through the Managed Site or the Destination a broad form endorsement naming Ingram as an additional insured, and (as defined in the Co-Hosting Agreement). Vendor agrees that any software and computer hardware offered for sale on the Managed Site must be fulfilled, at Vendor's election, through the Managed Site, the Destination or must link ii) a mandatory thirty (30) day notice to the Co-Host Site (as defined in the Co-Hosting Agreement). Vendor will not advertise on the Managed Site (whether with banners, buttons or other forms Ingram of online advertising) or link directly to web sites which are involved in the resale of software from such page on the web sitesinsurance cancellation. (e) Vendor will display on each page of the Managed Site a statement to the effect that the Managed Site is operated by Vendor in partnership of with Reseller. The parties will agree in good faith on the prominence and exact format of such statement on each such page with increasing prominence to be given to such statement on the online order pages of the Managed Site. (f) Vendor will reasonably promote and operate the Managed Site.