ADDENDUM 3
Exhibit 10.35
This Addendum 3 becomes part of the Xcelerate Partner Agreement (the “Agreement”), dated August 2,
2001, between NSI and Sunbelt Software Distribution Inc. (“VAR”)
The Agreement is now between NSI and Sunbelt Software Distribution Inc, and all Subsidiaries,
divisions and affiliates.
The following language should be changed in the Agreement:
Section 7 (a)
Delete:
Aggregate Dollar Value means the total dollar value (U.S.) of Licensed Software, Annual
Maintenance Contracts, Pass Thru Training, and Packaged Services ordered by VAR
Add:
Aggregate Dollar shall mean total sales out at the discounted price VAR pays to NSI. This
shall include re-licensing of Software to End Users, renewal of annual maintenance
licenses; selling of pass through training; selling of packaged services. It does not
include Licenses that have been bought and placed in Inventory (Stocking orders) or Time
and Material Services. When a license that was placed in inventory (from a stocking order)
gets re-licensed to an End User, it then becomes sales out and goes into the Aggregate
Dollar Total.
Section 12 (a) Delete this entire sub-section and replace with:
(a) Term. This Agreement shall continue in effect until May 18, 2003. The parties agree
that the term of the Agreement will renew for another twelve months unless any one of the
following events occur prior to the expiration date; (a) VAR breaches any term of the
Agreement, (b) VAR fails to meet its sales commitments (c) any sale or transfer by NSI of
the Licensed Software, (d) NSI is party to a merger or an acquisition during the term of
the Agreement or (e) solely at NSI’s discretion, if NSI has a strategic change in it’s
business.
Schedule B Section 6 Delete this entire sub-section and replace with:
VAR must meet or exceed their committed forecast of, as agreed upon in the Quarterly
Marketing Plan and within * submit a forecast for the current *, in order to receive a
rebate. If this is done, the VAR will receive a check or a credit for * of the list price
of the Aggregate Dollar Value sold for the *, to be paid or credited within *.
Addendum 1:
| * | Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. |
Delete the following Sections:
Whereas, NSI and VAR wish to modify certain provisions regarding Marketing Rebate
requirements, the Xcelerate Partner Agreement shall be modified as follows:
Schedule B, Clause 4 should be revised to read, “The Aggregate Dollar Value Committed
for the period of January 1, 2001 through December 31, 2001 is *. The Aggregate
Dollar Value Committed for the period of January 1, 2002 through June 30, 2002 is *.
The following should be added to the end of Schedule B, Clause 6: “During the Period
of January 1, 2001 and June 30, 2001, the VAR has exceeded the annual Aggregate
Dollar Value committed, thus within * after the effective date of this Agreement, VAR
will receive a check for * of the Aggregate Dollar Value earned between January 1,
2001 and June 30, 2001.
Within * after the end of the July 2, 2001 through September 30, 2001 quarter, VAR will
receive a Rebate check for * of the Aggregate Dollar Value earned during that quarter.
Within * after the end of the October 1, 2001 through December 31, 2001 quarter, VAR will
receive a Rebate check for * of the Aggregate Dollar Value earned during that quarter.
To earn a Rebate check for the last two quarters of this Agreement (January 1, 2002 through
March 31, 2002 and April 1, 2002 through June 30, 2002) the VAR must meet or exceed their
committed forecast as indicated in Schedule B, Clause 0.xx modified above.
Add the following Sections:
Whereas, NSI and VAR wish to modify certain provisions regarding Marketing Rebate
requirements, the Xcelerate Partner Agreement shall be modified as follows:
Schedule B, Clause 4 should be revised to read, “The Aggregate Dollar Value Committed
for the period of January 1, 2001 through December 31, 2001 is *. The Aggregate
Dollar Value Committed for the period of January 1, 2002 through December 31, 2002 is
*. The Aggregate Dollar Value Committed for the period of January 1, 2003 through May
18, 2003 is *.
| * | Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. |
Within* after the end of the July 2, 2001 through September 30, 2001 quarter, VAR will
receive a Rebate check or credit for * of the list price of the Aggregate Dollar Value sold
during that quarter.
Within * after the end of the October 1, 2001 through December 31, 2001 quarter, VAR will
receive a Rebate check or credit for * of the list price of the Aggregate Dollar Value sold
during that quarter.
To earn Rebate check or credit for the 2002 quarters (January 1, 2002 through March 31,
2002, April 1, 2002 through June 30, 2002, July 1, 2002 through September 30, 2002, October
1, 2002 through December 31, 2002) the VAR must meet or exceed their committed forecast as
indicated in Schedule B, Clause 4. As modified above.
To earn Rebate check or credit for the 2003 quarters (January 1, 2003 through March 31,
2003, April 1, 2002 through May 18, 2003) the VAR must meet or exceed their committed
forecast as indicated in Schedule B, Clause 4. As modified above
Addendum 2 is Deleted in its entirety and replaced with the following:
This Addendum 2 becomes part of the Xcelerate! Partner Agreement (the “Agreement”), dated August 2,
2001, between NSI and Sunbelt Software Distribution Inc. This Addendum adds terms for a Finder’s
Fee for *. All the other terms and conditions of the Agreement remain the same.
* Opportunities
During the period of * through * NSI agrees to pay VAR * of NSI’s direct revenue (NSI’s
sell price to *) as a finders fee for each sale of NSI Licensed Software NSI sells directly
to the * organization within * and * sells as a stand alone product. At the end
of this period NSI will evaluate Sunbelts activities in helping drive this revenue, and
NSI, at its sole discretion, may extend the finders fee beyond this period.
Add the following additional clauses:
Account Protection:
VAR will notify NSI of all requests for evaluation of Licensed Software as soon as they are
received by VAR. NSI will promptly notify VAR if NSI or any partner of NSI is currently engaged in
the Account. NSI will evaluate each account on a case by case basis and have sole discretion on
whether or not to give VAR protection on the account.
| * | Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. |
*
| Network Specialists Inc. | Sunbelt Software Distribution Inc. | |||||||
| Date: 11/27/01 | Date: 11/27/01 | |||||||
Signature:
|
/s/ Xxxxx Xxxxxx | Signature: | /s/ Xx Xxxxxxxx | |||||
| Print Name: Xxxxx Xxxxxx | Print Name: Xx Xxxxxxxx | |||||||
| Title: COO | Title: CEO | |||||||
| * | Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. |
