AMENDMENT TO THE SYSTEMS INTEGRATOR AGREEMENT
Exhibit
10.1
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Contract Number.:
8129
Version :
12
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AMENDMENT
TO THE SYSTEMS INTEGRATOR AGREEMENT
This
Amendment (the "Amendment") to the Systems Integrator Agreement (the
"Agreement") entered into by and
between Cisco Systems, Inc., ("Cisco") a California corporation having its
principal place of business at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxxxxxxxxx,
00000, and INX, Inc. ("Integrator") having its principal place of business
at 00000 Xxxxxx Xxxx Xxxxx 000, Xxxxxxx, XXXXX, 00000, XXXXXX XXXXXX, is
effective the later of 25-Jan-2009 or the date of the electronic confirmation
message received after this Amendment is accepted (the "Amendment Effective
Date").
WHEREAS, as of 13-Nov-2001, Cisco and
Integrator entered into the Agreement, as amended (if applicable);
WHEREAS, Cisco has implemented an on-line
contract system; and any extension, renewal, and/or amendment to the Agreement
may be in electronic format and accepted on-line by means of such system,
(including these terms the "On-line Amendment") as described herein;
and
WHEREAS, in order to implement an On-line
Amendment, Cisco has delivered an e-mail to an authorized officer or
representative of Integrator, which e-mail contained a link to this On-line
Amendment. By clicking on the link, Integrator was presented with this On-line
Amendment, which sets forth the terms and conditions of the extension, renewal
and/or amendment of the Agreement and contains a means for
acceptance.
NOW THEREFORE, the parties agree to amend the
Agreement as follows:
1. The
Agreement may be extended, renewed and/or amended by electronic means by
accepting terms and conditions on-line and the provisions of such extension,
renewal and/or amendment shall for all purposes be legally enforceable and
binding on the parties as if the Agreement was extended, renewed and/or amended
in writing and signed by both parties. The On-line Amendment shall be deemed
signed and thus the terms hereof agreed
to, if Integrator clicks on the 'Renew' button and thereby accepts the On-line
Amendment. All references to
writing or written amendments in the Agreement shall be deemed to include any
On-line Amendment, and all references to signature shall include on-line
acceptance. Integrator waives any challenge to the validity or enforceability of
any renewals, extensions and/or amendments to the Agreement or the terms of any
of the forgoing on the grounds that the terms of any renewal, extension and/or
amendment were presented on-line or electronically or acceptance of such
renewal, extension and/or amendment was electronically transmitted or
accepted.
2. The
term of the Agreement shall be renewed for an additional two (2) year period
commencing on the Amendment Effective Date. If the Agreement expired prior to
the Amendment Effective Date, any orders received and Products purchased between
the date of expiration and the Amendment Effective Date shall be in all respects
deemed made under the Agreement as in effect prior to this On-line
Amendment.
3. The
support exhibits currently in the Agreement shall be deleted in their entireties
and replaced with the relevant Support Exhibits for which Integrator qualifies
as posted on xxxx://xxx.xxxxx.xxx/xxx/xxxxxxxx/xxxxxxx /integrator
support exhibits.html, which are incorporated into the Agreement by this
reference.
4. The
Exhibit for the Purchase and Resale of Cisco Transactional Advanced Services,
posted on xxxx://xxx.
cisco. com/web/partners/support/integrator support
exhibits. html, is incorporated into the Agreement by this reference
(collectively with the above relevant Support Exhibits in paragraph 3, the "New
Exhibits").
5. To
the extent that there are any pre-existing exhibits ("Superseded Exhibits") in
the Agreement dealing with subject matters which in Cisco's reasonable opinion
are materially similar to those of the New Exhibits, then: (a) such Superseded
Exhibits are hereby superseded by the appropriate New Exhibits, and (b) all
references to such Superseded Exhibits shall be regarded as references to the
appropriate New Exhibits. This paragraph applies without affecting the
generality of paragraph 8 below.
6. Integrator
represents and warrants that before clicking on the 'Renew' button as described
in paragraph 1 above, it: (a) has obtained copies of all applicable New Exhibits
by downloading such New Exhibits from xxxx://xxx.
cisco. com/web/partners/support/integrator support
exhibits. html, or otherwise requesting them from Cisco, and (b) has read
and understood, and accepts, the terms and conditions set forth in such New
Exhibits.
7. It
is acknowledged that in entering into this On-line Amendment, Cisco has relied
upon Integrator's representation and warranty in paragraph 6 above.
8. To
the extent that there is conflict between the Agreement and this On-line
Amendment, the terms of this On-line Amendment shall take precedence over the
terms and conditions of the Agreement with regards to the subject matter
described herein.
9. Appendix
A ("Compliance with Anti-Corruption Laws") is incorporated into this On-Line
Amendment.
10. All
other terms and conditions of the Agreement remain unchanged and in full force
and effect.
The
parties hereto have caused this On-line Amendment to be accepted on-line or
signed by its duly authorized officer or representative as of the Amendment
Effective Date.
Appendix
A
Compliance with
Anti-Corruption Laws
In
connection with the sale or distribution of Cisco Products or Services, or
otherwise in carrying out its obligations under this Agreement, Integrator
represents and warrants the following:
(a)
Integrator will comply with all country, federal, state and local laws,
ordinances, codes, regulations, rules, policies, regulations and procedures,
including, without limitation, all anti-corruption laws, including, the U.S.
Foreign Corrupt Practices Act (Applicable Laws). Integrator can find more
information about the FCPA at the following URL: xxxx://xxx.xxxxx.xxx/xxxxxxxx/xxxxx/xxxx/xxxxxxx.
html, or by contacting
publicsectorcompliance@cisco. com.
(b) Integrator
shall not take any action or permit or authorize any action in violation of the
Applicable Laws;
(c) Integrator
will not use money or other consideration paid by Cisco (and Integrator will not
use its own money on Cisco's behalf) for any unlawful purposes, including any
purposes violating Applicable Laws, such as direct or indirect payments, for the
purpose of assisting Cisco in obtaining or retaining business, to any of the
following:
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government
officials (including any person holding an executive, legislative,
judicial or administrative office, whether elected or appointed, or of any
public international organization, such as the United Nations or World
Bank, or any person acting in any official capacity for or on behalf of
such government, public enterprise or state-owned
business);
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political
parties or party officials,
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candidates
for political office, or
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any
person, while knowing that all or a portion of such money or thing of
value will be offered, given or promised, directly or indirectly, to any
of the above-identified persons or
organizations.
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(d) Upon
request by Cisco, Integrator will require that its own subcontractors,
consultants, agents or representatives execute a written compliance statement
containing substantially similar representations as are contained in this
section.
(e) Integrator's
record keeping obligations, set forth in the "Audit" provision in the Agreement,
shall apply equally to Integrator's representations and warranties in this
section, and Cisco's audit rights, as set forth herein, apply to Integrator's
compliance with the Applicable Laws;
(f) In
no event shall Cisco be obligated under this Agreement to take any action or
omit to take any action that Cisco believes, in good faith, would cause it to be
in violation of any laws of the Territory(ies) identified in this Agreement or
the Applicable Laws.
(g) The
owner(s), principals, directors, officers and employees of Integrator's business
are not government officials or employees (at any level of
government);
(h) The
owner(s), principals, directors, officers and employees of Integrator's business
are not employees of Cisco(including any of its affiliated
companies);
(i) Integrator,
its owner(s), principals, directors and officers have not been formally charged
with, convicted of, or plead guilty to, any offense involving fraud or
corruption;
(j) Integrator,
its owner(s), principals, directors and officers have not been listed by any
government or public agency(such as the United Nations or World Bank) as
debarred, suspended, or proposed for suspension or debarment or otherwise
ineligible for government procurement programs;
(k) Integrator
has not offered to pay, nor has Integrator paid, nor will Integrator pay, any
political contributions to any person or entity on behalf of Cisco;
(l) If
Integrator is a non-governmental entity, it will notify Cisco in writing if any
of its owners, principals, directors, officers, or employees are or become
during the term of this Agreement officials, officers or representatives of any
government, political party or candidate for political office outside the United
States and are responsible for a decision regarding obtaining or retaining
business for Cisco Products or Services by such government. Integrator will also
promptly inform Cisco if any other portion of the statements set forth in
sections (g) through (k) in this Appendix A changes.
(m) Notwithstanding
any other provision in this Agreement, Cisco may terminate this Agreement
immediately upon written notice if Integrator breaches any of the
representations and warranties set forth in this section. Integrator will
indemnify and hold harmless Cisco for any violation by Integrator of any
Applicable Laws.
(n) Integrator can report to Cisco any concerns it may
have regarding any business practices by emailing
xxxxxx@xxxxx.xxx,
or by calling Cisco ' s Helpline toll free number in North America
0-000-000-0000 or worldwide number (reverse calling charges to Cisco)
000-000-000-0000. Contact xxxxxx@xxxxx.xxx
for other available regional hotline numbers.
(o) Integrator
has read and agrees to act consistently with Cisco's" Compliance with Global
Anticorruption Laws
by Cisco's Partners," a copy of which
is included in the click to accept contract renewal tool, and which is also
published at xxxx://xxx.xxxxx.xxx/xxxxx/xxxx corruption.
html.
I hereby
confirm that I have read the Renewal Amendment and confirm that I am authorized
to accept the Renewal Amendment on behalf of my
company.
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SIGNATURE
Transaction Id
:
Transaction Timestamp :
Transaction Status :
Answer
the following for Channel Partner ' s verification
Name
:
Title
Email
:
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19632637
1
1-FEB-2009 09:04:44 AM -08:00 UTC
Accepted
XXXX XXXXX
COO
xxxx.xxxxx@xxxx.xxx
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1.
Either:
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a). The
owner(s), principals, directors, officers and employees of Channel
Partner's business ("Owners/Management")
are not government officials or employees (at any level of government)
or
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b). If,
during the term of this Agreement, one or more of the Owners/Management is
or becomes an official, officer or representative of any government,
political party or candidate for political office outside the United
States and is responsible for a decision regarding obtaining or retaining
business for Cisco Products or Services by such government or governmental
entity, Channel Partner will notify Cisco in
writing;
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a)
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2. The
Owners/Management of Channel Partner are not employees of Cisco (including
any of its affiliated companies)
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Agree | |
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3. Neither
the Channel Partner nor the Owners/Management
of Channel Partner has been formally
charged with, convicted of, or plead guilty to, any criminal offense
involving fraud or corruption
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Agree | |
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4. Neither
the Channel Partner nor the Owners/Management
of Channel Partner has been listed by any government or public agency
(such as the United Nations
or World Bank) as debarred, suspended, or proposed
for suspension or debarment or otherwise ineligible
for government procurement programs
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Agree | |
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5. Neither
the Channel Partner nor the Owners/Management
of Channel Partner has offered to pay,
nor has Channel Partner paid, any political contributions
to any person or entity on behalf of Cisco
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Agree | |
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6. Channel
Partner will promptly inform Cisco if any portion
of this verification changes (e.g., an owner of Channel
Partner ' s business becomes a government official)
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Agree | |
| SIGNATURE | ||
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Name
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Xxx Xxxx
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Title:
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VP, Finance
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Signature
image
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Transaction
Id :
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19657189
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Transaction
Timestamp :
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Transaction Status
:
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Accepted
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