SonicWALL, Inc. DISTRIBUTION AGREEMENT
SonicWALL,
Inc.
SonicWALL,
Inc. ("SonicWALL") and Alternative
Technology, Inc. ("Distributor") agree to the terms and conditions of
this Distribution Agreement ("Agreement"). The Agreement authorizes Distributor
to acquire Products from SonicWALL, identified in the then-current SonicWALL
Price List, and market them directly to Resellers.
SonicWALL
manufactures and sells Products, some of which may include third party products
licensed to SonicWALL.
1. DEFINITIONS
a.
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"Distributor"
is a business entity which markets and distributes Products acquired
directly from SonicWALL.
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b.
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"Defined
Area" means countries listed in attachment A, and shall further
specifically exclude any countries prohibited by U.S. Government
restrictions.
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c.
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"Products"
mean the current and future versions of SonicWALL's products as identified
in the then-current edition of the SonicWALL Price List, which is hereby
incorporated into this Agreement by reference that are made available to
Distributor under the terms and conditions of this Agreement. Products
covered by this agreement are listed in attachment
A.
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d.
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"Point
of Sale Report" means a report provided by Distributor to SonicWALL which
is in a SonicWALL approved format, and which includes, (i) the submitter
name. (ii) the "ship to" destination zip code, other applicable postal
identification code and "ship to" company name, (iii) the part number (iv)
the quantity sold and (v) the date sold, (vi) the current inventory on
hand and backlog by part number.
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e.
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"Agreement"
is used to describe this set of covenants, promises, understandings,
obligations, price lists, and other named documents, as may be added from
time to time.
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f.
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"Confidential
Information" means the information and materials which are marked by
SonicWALL or orally described as confidential or proprietary, and any
trade secrets or know-how disclosed to the Distributor as a result of and
under the terms and conditions of this
Agreement.
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2. APPOINTMENT.
Distributor shall have the non-exclusive right to purchase the Products
identified in Attachment A for marketing and resale to resellers within the
Defined Area.
3. TERM OF AGREEMENT.
This term of this Agreement is for a period of one (1) year, unless terminated
earlier as provided in the Agreement, and will commence on the date it is
executed by an authorized SonicWALL signatory and will automatically renew in
twelve (12) month increments. The acceptance of any purchase order by SonicWALL
after the termination date will be construed as extending the Agreement on a
month-to month basis, with month-to-month Agreement subject to termination at
any time by either party upon thirty (30) days' prior written
notice.
4. PRODUCTS AND
PRICES
1
a.
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Eligible
Products. Distributor may market the Products identified
in Attachment A. SonicWALL reserves the right at any time to make changes
or modifications to any Products, including those which are required (i)
for security, or (ii) to facilitate performance in accordance with
specifications.
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b.
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Prices. The
prices at which Distributor may acquire the Products are listed on the
appropriate and then-current SonicWALL price list, which may be subject to
discount as per Attachment A. SonicWALL reserves the right to add or
withdraw Products from its price lists. Price changes will become
effective thirty (30) days after being issued, or will become effective as
indicated on the notification of price change. Orders requesting delivery
after the effective date of a price increase will be charged at the
increased price. In the event of a price decrease, all inventory acquired
by Distributor from SonicWALL before the price decrease and not yet sold
or under a contract for sale will be granted price protection. The
difference between the price existing immediately prior to the decrease,
less any prior credits, and the new price will be credited to Distributor
account. Price protection will not be granted in the case of a temporary
price decrease or a special
promotion.
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c.
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Taxes. Prices
are exclusive of all applicable taxes. Distributor agrees to pay all taxes
associated with the marketing, sublicensing and delivery of the Products
ordered, including but not limited to sales, use, excise, added value and
similar taxes and all customs, duties or governmental impositions, but
excluding taxes on SonicWALL's net
income.
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5. MARKETING, END USER
SATISFACTION AND SUPPORT
a.
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Use of SonicWALL
Marks, Trade Names. For purposes of this Agreement Marks
shall mean all trademarks, service marks, logos, designations and
insignias of SonicWALL and/or any third party licenser to SonicWALL.
Marks, Trade Names and Patents shall mean collectively those of SonicWALL
and any third party licenser to SonicWALL. Distributor is authorized to
use the SonicWALL Marks applicable to the Products under this Agreement,
but only in accordance with SonicWALL policies and only during this
Agreement term. Distributor is not authorized to use any SonicWALL Trade
Names without prior written consent of SonicWALL. Upon expiration or
termination of this Agreement, Distributor agrees to cease all display,
advertising, and use of any and all SonicWALL Trade Names and Marks.
Distributor warrants that all identifying signs, literature, logos or
other evidence linking Distributor and SonicWALL shall be removed,
returned to SonicWALL at SonicWALL's expense, or destroyed upon
termination of this Agreement. Distributor further agrees not to alter,
erase or overprint any notice provided by SonicWALL and not to attach any
additional Marks without the prior written consent of SonicWALL or affix
any SonicWALL Marks to any non-SonicWALL Product. Distributor hereby
recognizes SonicWALL's ownership and title of all Marks, Trade Names and
Patents and goodwill attaching to the Marks, Trade Names and Patents.
Distributor will act consistently with these rights and act to preserve
them in the course of marketing and sales of the Products. Distributor
agrees that any goodwill which accrues because of Distributor's use of the
Trade Names and/or Marks will become SonicWALL's property. Distributor
agrees not to contest SonicWALL's Marks or Trade Names, or make
application for registration of any SonicWALL Marks or Trade Names without
SonicWALL's prior written consent. Distributor agrees not to use, employ
or attempt to register any Trademarks or Trade Names which are confusingly
similar to SonicWALL's Marks or Trade
Names.
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2
b.
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Sales and
Support. Distributor agrees that it will make maximum
application of its resources to promote the distribution and sale of the
applicable Products. Distributor's efforts to promote, sell, and support
the Products shall include, but shall not be limited
to:
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o
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Marketing
Products in activities approved by SonicWALL in writing prior to the
activity, informing existing customers and potential customers regarding
Products, assisting and counseling customers in the selection and use of
Products; and reporting to SonicWALL promptly and in writing all suspected
and actual problems with any
product;
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o
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Distributor
shall send monthly SonicWALL format Point Of Sale and inventory reports to
SonicWALL detailing, by Product model, part number, quantity, customer zip
code, other applicable postal identification code and customer name, date
of shipment, and quantity of on-hand
inventory;
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o
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Retain
all Shipment Reports for five years after the date of sale, and assist
SonicWALL, upon request, in tracing a product to a sub-Distributor or
reseller, in order to distribute critical product information, locate a
product for safety reasons, or discover unauthorized marketing or
infringing acts;
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o
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Conduct
business in a manner which reflects favorably at all times on the
Products, goodwill, and reputation of
SonicWALL.
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6. MARKET DEVELOPMENT FUNDS
(MDF)
SONICWALL
shall provide Market Development Funds ("MDF") equal to 3% of Distributor's net
purchases from SONICWALL. The amount of MDF available shall be calculated on a
quarterly basis and can be used for marketing activities in the Defined Area by
the Distributor. Distributor must get written approval from SONICWALL for any
marketing activity expenditure, which will be paid for with MDF. Payment with
MDF by SONICWALL to Distributor shall be in a form of a credit note applied to
Preferred Partner's account. MDF accrued in one calendar quarter must be used
within 1 year of the end of the quarter in which it was earned; any remaining
MDF shall expire thereafter.
7. PLACING ORDERS &TERMS OF
PAYMENT
a.
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Financial Information
& Credit. At SonicWALL's request, Distributor agrees
to provide such information and evidence of financial security as
reasonably required by SonicWALL for the purpose of the Distributor's
establishing and/or maintaining an open account with SonicWALL. SonicWALL
reserves the right to require, as a condition for accepting any order or
shipping any Product to Distributor, prepayment or a letter of credit or
similar instrument confirming by such bank or other institution as
SonicWALL, in its sole discretion, may deem acceptable to assure payment
on behalf of Distributor. SonicWALL reserves the right to set the credit
limit at any level deemed prudent and may increase or decrease the line of
credit at any time, at its sole discretion. Payment terms are NET 30 days
from date of invoice, in U.S.Dollars. Invoices not paid when due shall
accrue interest, at the rate of 1.5% per month or the maximum rate allowed
by law, whichever is less. All Products ordered in excess of the credit
limit shall be paid for in a method acceptable to SonicWALL in advance of
shipment. Repeated or persistent late payments are sufficient cause for:
(1) forfeiture of any discounts earned or granted under this agreement;
(2) the revocation of credit terms with SonicWALL; (3) termination of this
agreement between the distributor and SonicWALL, such action being solely
the right of SonicWALL; (4) or any combination of the foregoing, as
SonicWALL sees fit to apply or
exercise.
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3
b.
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Acceptance of
Orders. All orders shall be subject to acceptance in
writing by SonicWALL at its principal place(s) of business and shall not
be binding until the earlier of such acceptance or shipment, and, in the
case of acceptance by shipment, only as to the portion of the order
actually shipped. Should orders for Products exceed SonicWALL's available
inventory, SonicWALL may allocate available inventory and make shipment on
a basis SonicWALL deems equitable, without liability on account of the
method of allocation chosen or its
implementation.
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c.
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Cancellation of
Orders. Except for orders for special configurations,
orders accepted by SonicWALL may be canceled without penalty by giving
written notice of cancellation to SonicWALL at least five (5) days prior
to the scheduled shipment date. Orders canceled less than five (5) days
prior to the scheduled shipment date may be subject to a cancellation
payment of fifteen percent (15%) of the invoice value of the canceled
order. In no event may any order or any portion of an order be canceled
after shipment.
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d.
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Product
Availability. SonicWALL will use reasonable efforts to
fill orders for Products and meet requests for shipment dates, subject to
product availability and consistent with SonicWALL production and supply
schedules. However, SonicWALL will not be liable for any damages to
Distributor or to any third party for failure to fill any orders or for
any delay in delivery or error in filling any orders for any reason
whatsoever. SonicWALL will ship products, unless otherwise agreed in
writing, to Distributor designated locations. Distributor may change the
designated locations at any time prior to the estimated shipment date.
SonicWALL may not be able to honor a notice, however, unless it is in
writing and received at least fifteen (15) days prior to the estimated
shipment date. The right to change Distributor designated locations does
not include any right to drop ship to customer
sites.
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e.
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Delivery. All
orders will be F.O.B. SonicWALL facilities. All freight, insurance, and
other shipping expenses, as well as any special packing expenses, shall be
paid by Distributor. SonicWALL will ship Products to Distributor
designated location unless otherwise stated. Shipment to locations other
than Distributor designated locations will be handled on a case-by-case
basis and may incur a special handling fee. The Products will be shipped
to the Distributor PREPAY AND ADD via the most practical route as
determined by SonicWALL considering freight costs and the required date of
delivery unless specific, written routing instructions are received by
SonicWALL five (5) days prior to
shipment.
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f.
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Title & Risk of
Loss. Title to the Products, exclusive of the rights
retained under this Agreement in Marks, Patents, Copyrights, Trade Names,
Trade secrets and intellectual property, and all risk of loss shall pass
to Distributor upon shipment to Distributor or delivery to the common
carrier. SonicWALL will have no liability for the choice of carrier,
delays in transit or loss of goods in
transit.
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g.
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Invoice
Disputes. Distributor agrees to give SonicWALL written
notice of any dispute concerning any invoice issued by SonicWALL within
thirty (30) days from the date of the invoice, or SonicWALL may
conclusively presume the invoice to be
accurate.
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8. RETURNS
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a.
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Defective
Products/Dead on Arrival (DOA). Distributor shall have
the right to return to SONICWALL for Return Credit any DOA product that is
returned to Distributor within thirty (30) days after the initial delivery
date to Distributor's customer. Distributor shall bear all costs of
shipping and risk of loss of DOA and in-warranty products to SONICWALL's
location.
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b.
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Obsolete or Outdated
Product. Distributor shall have the right to return the
Return Credit all products that become obsolete that have been in
Distributor's inventory for less than 90 days. Distributor shall bear all
costs of shipping and risk of loss products to SONICWALL's
location.
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c.
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Stock
Balance. Distributor may return overstocked inventory
once per quarter. Returns must be no greater than 10% of the net quarterly
purchases for the preceding quarter. Products returned must be unused,
undamaged, sealed in their original packages and in merchantable
condition. An offsetting Purchaser Order must accompany the Stock Balance
Return request. Distributor shall bear all costs of shipping and risk of
loss of products returned to SONICWALL’s
location.
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d.
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Return Materials
Authorization (RMA) Number. Distributor must request and
obtain an RMA number from SONICWALL before returning any product. Any
product received by SONICWALL without an RMA number shall be returned to
Distributor at Distributor's cost.
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9. INTELLECTUAL
PROPERTY RIGHTS & INDEMNIFICATION
a.
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Software. When
marketing software acquired under this Agreement, Distributor agrees to
exercise its best efforts (but no less than reasonable efforts) to ensure
that each reseller and/or end user receiving the software through
Distributor understands, and agrees to be bound by the applicable Product
Software License Agreement which accompanies the software. For purposes of
this Agreement, "software" includes firmware and software stored in ROMs.
Distributor agrees to be bound by the applicable Software License
Agreement with respect to all Software put to Distributor's internal
use.
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b.
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Indemnification. SonicWALL
agrees to indemnify, defend, and hold Distributor harmless from any and
all damages, liabilities, costs and expenses incurred by Distributor as a
result of any claim, judgment or adjudication against it which provides
that the Products, Trade Names or the Marks, appropriately used by
Distributor in connection with marketing the Products, infringe any U.S.
trademark, U.S. copyright or U.S. patent of any third party, provided: (i)
Distributor promptly notifies SonicWALL in writing of the claim: and (ii)
Distributor agrees that SonicWALL shall have the sole control of the
defense of any action and all negotiations for settlement and
compromise.
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c.
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Actual or Potential
Infringement. Should the Products, or the operation of
the Products, become, or in SonicWALL's opinion be likely to become, the
subject of infringement of any U.S. trademark, U.S. copyright or U.S.
patent, SonicWALL, at its option and expense, will either procure for
Distributor the right to continue using the Products, replace or modify
them so that they become non-infringing, or grant a credit for the
Products.
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d.
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Disclaimer. The
above states the entire liability of SonicWALL with respect to
infringement of patents, copyrights, trademarks or any other form of
intellectual property right by any product supplied by
SonicWALL.
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e.
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Proprietary Nature of
Products & Ownership. No title to or ownership of
software acquired under this Agreement or proprietary technology in
hardware acquired under this Agreement is transferred to Distributor.
Notwithstanding any provision of this Agreement to the contrary, SonicWALL
or the licenser through which SonicWALL obtained the rights to distribute
the Products, or any portion thereof, owns and retains all title and
ownership of all intellectual property rights in the Products, including
all software, firmware, software master diskettes, copies of software,
documentation and related materials which are acquired, produced or
shipped by SonicWALL under this Agreement, and all modifications to and
derivative works from software acquired under this Agreement made by
Distributor, SonicWALL, or any third party. SonicWALL does not transfer
any portion of such title and ownership, or any of the associated goodwill
to Distributor, and this Agreement shall not be construed to grant
Distributor any right or license, whether by implication, estoppel or
otherwise, except as expressly provided. Distributor agrees to bound by
and observe the proprietary nature of the Products acquired under this
Agreement and to take appropriate action by instruction or agreement with
its employees, agents, contractors and sublicensees who are permitted
access to the Products to fulfill such obligations under this Agreement.
Except as set forth in this Agreement, or as may be permitted in writing
by SonicWALL, Distributor shall not provide SonicWALL supplied Products or
any part or copies of such Products to any third party without the prior
written consent of SonicWALL.
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f.
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Product
Tampering. Distributor will not de-compile, reverse
engineer, reverse compile, modify or perform any similar type of operation
on any software, firmware or hardware acquired under this Agreement,
without the prior written consent of SonicWALL. Any such works are
derivative works and as such are the sole and exclusive property of
SonicWALL or its licenser.
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g.
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Injunctive
Relief. SonicWALL will be irreparably harmed by a
violation of Section 9a., e., or f., of this Agreement, will have no
adequate remedy at law, and will be entitled to injunctive
relief.
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h.
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Confidential
Information. The parties agree that any Confidential
Information provided under this Agreement shall be held and maintained in
strict confidence. Each party agrees to protect the confidentiality of
such information in a manner consistent with the way a reasonable person
would protect similar Confidential Information. Confidential information
means the information and materials noticed or marked by either party as
confidential and proprietary.
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i.
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Infringement by Third
Party. In the event Distributor becomes aware of any
infringement or potential infringement of SonicWALL's intellectual
property rights by a third party, Distributor agrees to promptly report
such infringement or potential infringement to SonicWALL. In such case,
Distributor agrees to assist SonicWALL in any reasonable way in
investigating and/or enforcing SonicWALL's rights against such infringing
party in exchange for payment by SonicWALL of Distributor's reasonable
out-of-pocket expenses.
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10. WARRANTIES
a.
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Statement of Limited
Warranty. SonicWALL and its licensers provide warranties
for hardware in the Statement of Limited Warranty which accompanies all
hardware products and warranties for software in the Software License
Agreement which accompanies the software included in the Product. Each
SonicWALL and its licensers' Statement of Limited Warranty and each
Software License Agreement distributed with the Products are incorporated
into this Agreement by reference. SonicWALL extends the applicable
warranties through Distributor to resellers and end users. Distributor is
responsible to provide, or cause to be provided, a copy of the applicable
Statement of Limited Warranty or Software License Agreement to resellers
and/or end users for their review at the time of installation or
delivery.
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6
b.
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Warranty
Representations. Distributor is not authorized to make
any warranty commitment on SonicWALL's behalf, whether written or oral,
other than those contained in the applicable Statement of Limited Warranty
or Software License Agreement. SonicWALL may authorize Distributor to
market Products for which warranty service is provided by 1) Distributor,
2) SonicWALL, 3) a SonicWALL selected third party, or 4) some combination
of these providers of warranty
service.
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11. Limitation of
Warranties. The warranties described in the applicable
SonicWALL Statement of Limited Warranty or Software License Agreement and
section 7 above are in lieu of all other warranties, express or implied,
including, but not limited to, the implied warranties of merchantability and
fitness for a particular purpose.
12. Limitation of
Remedies. SonicWALL's entire liability and Distributor's
exclusive remedy for any claims concerning this agreement and products acquired
under this agreement are set forth in this section. Notwithstanding anything to
the contrary in this agreement, neither party shall be liable to the other party
for any indirect, incidental, or consequential damages (including lost profits)
sustained or incurred in connection with this agreement and the Products that
are subject to this agreement regardless of the form of action and whether or
not such damages are foreseeable.
a.
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Hardware. In
all situations involving performance or non-performance of hardware
acquired under this Agreement, Distributor's remedy is return for full
credit of the hardware, adjustment or repair of the hardware or
replacement parts of the hardware by SonicWALL. If, after repeated
efforts, SonicWALL is unable to place the hardware in good working order,
all as warranted, Distributor will be entitled to recover direct damages
to the limits set forth in this Section. For any other claim concerning
performance or non-performance by SonicWALL in any way related to, or
arising from, this Agreement, or any purchase order under this Agreement,
Distributor will be entitled to recover actual damages to the limits set
forth in this Section.
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b.
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Software. SonicWALL's
liability and Distributor's exclusive remedy for software acquired under
this Agreement are set forth in the applicable Software License Agreement.
The Software License Agreement in effect at the time when the event occurs
which causes the damage.
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c.
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Aggregate
Liability. SonicWALL's liability for direct damages to
Distributor for any cause whatsoever, under Section 9(b) above or as
otherwise stated herein, and regardless of the form of action, will be
limited to the price, less discount, of the product that caused the
damages or gave rise to the cause of action. This limitation does not
apply to the payment of claims by Distributor for personal injury or
damage to real property or tangible personal property caused by
SonicWALL's negligence.
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13. DEFAULT/TERMINATION
7
a.
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Default. In
addition to any other rights or remedies which may be available at law or
in equity, either party may terminate this Agreement upon an event of
default by the other party. Events of default include: (i) if either party
fails to observe any term or condition under this Agreement and such
failure continues for thirty (30) days following receipt of written notice
from the other party; (ii) If Distributor is acquired by or comes under
the control of different ownership, is dissolved, or is involved in a
reorganization; (iii) If Distributor is not paying its debts as they
become due, becomes insolvent, files or has filed against it a petition
(or other document) under any Bankruptcy Law or similar law, makes a
general assignment or trust mortgage for the benefit of creditors, or if a
receiver, trustee, custodian or similar agent is appointed or takes
possession of any of Distributor's property or
business.
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b.
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Termination for
Convenience. Either party may terminate this Agreement
solely for convenience upon thirty (30) days prior written
notice.
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c.
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Effect of Termination
on Obligations. Termination of this Agreement shall not affect any
pre-termination obligations of either party under this Agreement and any
such termination is without prejudice to the enforcement of any
undischarged obligations existing at the time of termination.
Notwithstanding the above, in the event SonicWALL terminates this
Agreement for default all charges accrued by Distributor will become
immediately due and payable. Regardless of any other provision of this
Agreement, SonicWALL will not by reason of the termination of this
Agreement be liable for compensation, reimbursement, or damages on account
of the loss of prospective profits on anticipated sales, or on account of
expenditures, investments, leases, or commitments in connection with
Distributor's business or goodwill, or
otherwise.
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14. GENERAL
PROVISIONS
a.
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Force
Majeure. If either party shall be prevented from
performing any portion of this Agreement (except the payment of money) by
causes beyond its control, including without limitation, labor disputes,
civil commotion, war, governmental regulations or controls, casualty,
inability to obtain materials or services, or acts of God, such party
shall be excused from performance for the period of the delay and for a
reasonable time thereafter.
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b.
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Survivor of
Terms. The provisions of this Agreement which by their
nature extend beyond the termination of this Agreement will survive and
remain in effect until all obligations are
satisfied.
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c.
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Waiver. No
waiver of any right or remedy on one occasion by either party shall be
deemed a waiver of such right or remedy on any other
occasion.
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d.
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Superior
Agreement. This Agreement shall not be supplemented or
modified by any course of dealing or usage of trade. Variance from or
addition to the terms and conditions of this Agreement in any purchase
order or other written notification from Distributor will be, of no effect
whatsoever.
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e.
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Assignment. This
Agreement is not assignable by Distributor, in whole or in part, without
SonicWALL's prior written consent, which shall not be unreasonably
withheld. Any attempted assignment without such written consent shall be
null and void.
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f.
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Notice. All
notices required under this Agreement (except those relating to product
pricing, changes and upgrades) shall be deemed effective when received and
made in writing by either (i) registered mail, (ii) certified mail, return
receipt requested, or (iii) overnight mail, appropriately directed to the
attention of the party executing this Agreement or that person's
successor.
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8
g.
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Severability. If
any term, provision, or condition of this Agreement is held invalid or
unenforceable for any reason, the remainder of the provisions will
continue in full force and effect as if this Agreement had been executed
with the invalid portion eliminated. The parties further agree to
substitute for the invalid provision a valid provision which most closely
approximates the intent and economic effect of the invalid
provision.
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h.
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Independent
Contractors. Each party acknowledges that both parties
to this Agreement are independent contractors and that it will not, except
in accordance with this Agreement, and represent itself as an agent or
legal representative of the other.
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i.
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Government
Approval. Distributor shall obtain all approvals and
handle all filings required by the national and local governments within
the Defined Area with respect to the performance of this Agreement and the
sale of the Products in the Defined Area, including, without limitation,
any notification to any Fair Trade Commission required under
law.
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j.
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Export
Compliance. The rights and obligations of Distributor
shall be subject to such United States laws and regulations as shall from
time to time govern the license and delivery of technology abroad by
persons subject to the jurisdiction of the United States, including the
Export Administration Act of 1979, and the Export Administration
regulations issued by the Department of Commerce, International Trade
Administration, Office of Export Administration. Distributor shall certify
that it shall not, directly or indirectly, export or re-export or
transship the Products or any parts or copies thereof in such manner as to
violate such laws and regulations in effect from time to time. Distributor
shall indemnify and hold harmless SonicWALL from and against any and all
losses, claims, and expenses incurred by SonicWALL as a result of breach
of Distributor's obligations under this
Sectionl4(j).
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k.
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Attorney's
Fees. Each party agrees to pay the other's attorney's
fees and costs of litigation if the original party, for any cause
whatsoever, brings suit against the other party and the other party is
finally adjudicated not to have
liability.
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l.
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Records
Examination. Distributor agrees to allow SonicWALL to
examine its records to determine compliance or noncompliance with the
Agreement. Any examination will be at the expense of SonicWALL and will be
solely for the purpose of ensuring compliance with the Agreement. Any
examination will be conducted only by an authorized representative of
SonicWALL, and will occur during regular business hours at Distributor's
offices and will not interfere unreasonably with Distributor's business
activities. Examinations will be made no more frequently than quarterly,
and SonicWALL will give Distributor ten (10) days written notice of the
date of the examination and the name of the SonicWALL authorized
representative who will be conducting the examination. All information
obtained by the SonicWALL authorized representative conducting the audit
will be maintained confidential by the representative. The examiner will
give Distributor and SonicWALL an examination report containing only the
information necessary to indicate compliance or non-compliance with the
Agreement.
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m.
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Jurisdiction. This
Agreement shall be governed by the laws of the State of Utah, and any
dispute shall be adjudicated in the courts of appropriate jurisdiction in
the City of Alexandria, Virginia, United States of
America.
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9
This
Agreement supersedes all prior communications or understandings between
Distributor and SonicWALL and constitutes the entire agreement between the
parties with respect to the matters covered herein. The headings provided in
this Agreement are for convenience only and shall not be used in interpreting or
construing this Agreement.
ACCEPTED
THIS ACCEPTED
THIS
18th day
of April,
2002 20th
day of December, 2000
SonicWALL.
Inc. Alternative Technology,
Inc.
COMPANY
NAME COMPANY
NAME
SIGNATURE SIGNATURE
Xxxxxx X Xxxxx
XX. Xxxxxxx X. Xxxxxxx,
CFO
PRINTED
NAME PRINTED
NAME
0000
Xxxxxxxx
Xxxxx 0000 Xxxx
Xxxxx
Xxxxxxxxx. XX
00000 Xxxxxx, XX
00000
ADDRESS ADDRESS
10
ATTACHMENT
A
DEFINED AREA
(S)
USA
PRODUCTS
SONICWALL
PRODUCTS
PRICES
25% off
srp
