EXHIBIT 10.102
[McDATA LOGO]
RESELLER AGREEMENT
AGREEMENT NUMBER: 200-04-634-00
McDATA CORPORATION ("McDATA) "RESELLER" MTI TECHNOLOGY CORPORATION
000 XXXXXXXXXXX XXXXXXXX ADDRESS: 00000 XXXXXXXX XXX
XXXXXXXXXX, XX 00000 ADDRESS: XXXXXX, XX 00000
ADDRESS:
THE EFFECTIVE DATE OF THIS RESELLER AGREEMENT SHALL BE: Sept 29, 2004
The following documents are incorporated herein by reference:
Reseller Agreement
Premier Addendum
This Agreement, and all Addendums and attachments hereto, identified above, and
Channel Notification Documents as issued by McDATA from time to time constitute
the entire agreement between McDATA and Reseller with respect to the subject
matter hereof, and supersedes all prior and contemporaneous oral or written
representations or agreements between the parties regarding the subject matter
of this Agreement.
ACCEPTED AND AGREED TO BY: ACCEPTED AND AGREED TO BY:
McDATA CORPORATION(McDATA) RESELLER MTI TECHNOLOGY CORPORATION
SIGNED: /s/ Xxxxx Xxxxxxx SIGNED: /s/ Xxx Xxxxxx
--------------------------- ----------------------------------
NAME: Xxxxx Xxxxxxx NAME: Xxx Xxxxxx
TITLE: VP Channel Sales TITLE: VP of Operations
DATE: 9/29/04 DATE: 9/24/04
This Reseller Agreement (the "Agreement") is entered into by and between McDATA
and Reseller.
1. SCOPE
This Agreement establishes the terms and conditions under which Reseller will
purchase, market, sell, license or incorporate for resale the McDATA Products
and End User Customer Services in the Territory and the non-exclusive terms
under which McDATA will provide the Products and End-User Customer Services (as
defined below).
2. DEFINITIONS
2.1 "CHANNEL NOTIFICATION DOCUMENT(S)" means McDATA's standard form,
incorporated herein by reference, for notifying Resellers of price changes, new
product announcements, discontinued/obsolete product announcements, engineering
change notifications, product information, marketing and sales Incentive
programs, and any other business matters affecting pricing, products and
services.
2.2 "END USER CUSTOMER SERVICES" means the collective reference to warranty and
post warranty (maintenance) services, including standard and enhanced warranty
services, made available by McDATA and provided directly to End User Customers.
2.3 "PRODUCT(S)" means McDATA hardware, Software, and related features,
conversions, and options, as listed in the Addendum and further provided through
Channel Notification Documents.
2.4 "SOFTWARE" means the computer software, In machine executable object code
format only, that is delivered and licensed by McDATA with the Product.
2.5 "TERRITORY" means the area designated on the first page of the incorporated
Addendum to this Agreement in which Reseller may, on a non-exclusive basis,
market and sell the Products and End User Customer Services.
3. APPOINTMENT/TERRITORY
3.1 Subject to the terms and conditions of this Agreement, McDATA hereby
authorizes and appoints Reseller and Reseller accepts the appointment, as a
non-exclusive reseller to purchase Products from McDATA and to market, sell, or
incorporate for resale McDATA Products to End User Customers in the Territory.
3.2 Reseller's authorization from McDATA to resell McDATA Products is limited to
the Territory shown on the first page of this Agreement. Additional sales
locations must be pre-approved by McDATA. Reseller may request that additional
Reseller sales locations are added to this Agreement. Upon Reseller's request,
McDATA will provide Reseller with the criteria and process for applying for
authorization of additional sales locations. Reseller agrees that any additional
McDATA authorized sales locations will be governed by the terms and conditions
of this Agreement.
3.3 McDATA reserves the right to revise the list of Products and End User
Services at any time during the term of this Agreement. McDATA will notify
Reseller of such revisions through a Channel Notification Document(s).
4. TERM AND TERMINATION
4.1 TERMINATION WITHOUT CAUSE. Either party may terminate this Agreement without
cause upon sixty (60) days prior written notice to the other party.
4.2 TERMINATION FOR BREACH. In addition to any other rights or remedies that may
be available at law or in equity, either party may terminate this Agreement if
the other party is in material breach of this Agreement and has not cured the
breach within thirty (30) days of receiving written notice specifying the
breach. If the breach is not cured within the thirty (30) day period,
termination will become effective on the thirty-first (31st) day following the
written notice.
4.3 TERMINATION FOR INSOLVENCY. Either party, upon written notice to the other
party, may elect to immediately terminate this Agreement upon the occurrence of
any of the following events: (i) a receiver is appointed for either party or its
property; (ii) either party makes, or attempts to make, an assignment for the
benefit of its creditors; (iii) any proceedings are commenced by or for either
party under any bankruptcy, insolvency, or debtor's relief law and such
proceedings are not set aside within thirty days following their filing; and/or
(iv) either party liquidates or dissolves or makes a good faith attempt to
liquidate or dissolve.
4.4 EFFECT OF TERMINATION. Termination of this Agreement shall not limit either
party from pursuing any other remedies available to it, Inducing injunctive
relief. The termination of this Agreement simultaneously terminates all programs
and incentives McDATA offered to Reseller through Channel Notification Documents
and voids any unused program account balances. Upon cancellation, termination or
expiration of this
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Agreement, Reseller agrees to immediately pay all monies due to McDATA under
this Agreement.
The parties' rights and obligations under Sections 8,9 and 10 hereof shall
survive termination of this Agreement.
5. RESELLER OBLIGATIONS/RESPONSIBILITIES
5.1 SALES. Reseller agrees to actively market, promote, demonstrate, sell and
provide the Products and End User Customer Services only within the Territory
during the term of this Agreement
5.2 REPORTS. For warranty purposes, McDATA may require Reseller to provide
McDATA with a written report containing, without limitation, the following
information: End User Customer name, Reseller's authorization or location
Number, End User Customer information, Product serial numbers, number of units,
and level of warranty. McDATA will notify Reseller of reporting requirements,
including content and format, in a Channel Notification Document.
5.3 EDUCATIONAL REQUIREMENTS. Reseller agrees to participate in McDATA-speciflad
educational courses for purposes of training Reseller's personnel. Educational
course requirements will be provided in a Channel Notification Document and must
be satisfied by Reseller to maintain its status as a McDATA authorized Reseller
McDATA will provide to Reseller without tuition fee, at a McDATA designated
training site, the required educational courses identified on the Addendum.
5.4 END USER CUSTOMER TERMS AND CONDITIONS. Reseller will ensure that the terms
of its executed agreements with End User Customers am not in conflict with this
Agreement
5.5 POINT OF SALE (POS) REPORTS. Beginning on the first month after the
Effective Date, in order to qualify for certain McDATA channel partner program
benefits, Reseller will provide McDATA with a written monthly point of sale
report ("POS Report") listing the Products that Reseller has sold, by model and
serial number, together with the names and addresses of all End User Customers.
Detailed POS requirements will be communicated through Channel Notification
Documents.
5.6 FINANCIAL STATEMENTS. Reseller agrees to provide McDATA with its and its
ultimate parent company's most recent financial statements prior to the
Effective Date of the Agreement.
6. McDATA OBLIGATIONS/RESPONSIBILITIES
6.1 END USER CUSTOMER SERVICES
McDATA will make available, for End User Customers, warranty, enhanced warranty,
and post warranty services according to the terms and conditions of the
applicable manufacturer's warranty and McDATA's then-current maintenance
policies, McDATA, or an authorized McDATA service provider, will provide
technical support and repairs during the warranty and post warranty periods to
End User Customers. McDATA reserves the right to revise its technical support
program. McDATA will notify Reseller of changes to McDATA's warranty and
technical support and repairs policy through Channel Notification Document(s).
6.2 PRODUCT DISCONTINUATION. McDATA reserves the right to discontinue Products.
McDATA will notify Reseller of any Product discontinuance through Channel
Notification Document(s).
6.3 PRODUCT AND SERVICE ANNOUNCEMENTS. McDATA will notify Reseller of changes
and innovations in performance, serviceability, uses and applications of
Products and End User Services through Channel Notification Document(s).
7. END USER CUSTOMER SOFTWARE LICENSE
Product(s) that embody or include Software will be delivered with a shrink-wrap
or click-through software license which shall govern End User Customer's use of
the Software. McDATA or its suppliers retain title in and to the Software and
all intellectual property rights, and no title to the Software or intellectual
property rights is transferred to the End User Customers. Such Software is
proprietary to, trade secret of, and copyrighted by McDATA or its suppliers.
8. CONFIDENTIALITY
8.1 As used herein, "CONFIDENTIAL INFORMATION" will mean any and all technical
or business information, including third party information, furnished or
disclosed, in whatever form or medium (regardless of whether tangible,
Intangible, visual or oral), by one party to the other, including but not
limited to information regarding patents and patent applications, trade secrets,
works of authorship, software programs, software source documents, software
architecture, algorithms, formulae, ideas, techniques, know-how, processes,
inventions, apparatuses, equipment, models, information related to current,
future and proposed products and services, research, experimental work,
development, design details, specifications and engineering information,
financial information, procurement, purchasing and manufacturing requirements,
potential and actual customer lists, investors, employees, business and
contractual relationships, business forecasts, sales and merchandising
information, marketing plans; information regarding third parties; and any
physical manifestations of Confidential Information (such as notes, reports,
memoranda, etc.).
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8.2 Information will not be deemed Confidential Information hereunder if the
receiving party can demonstrate that such Information: (a) is already known to
the receiving party prior to disclosure; (b) is independently developed by the
receiving party without the use of the disclosing party's Confidential
Information; (c) is or becomes publicly available through no fault of the
receiving party; or (d) is obtained by the receiving party from a third party
other than one having an obligation to the disclosing party with respect to the
Confidential Information disclosed. A party may disclose Confidential
Information pursuant to the requirements of a governmental agency or by
operation of law, provided that such party gives the other party reasonable
prior written notice sufficient to allow the other party time to contest such
disclosure.
8.3 Each party agrees that for a period of three (3) years following the
disclosure of Confidential Information, it (a) will not use, directly or
indirectly, or reproduce the Confidential Information of the other party for any
purpose except in accordance with the terms of the Agreement, (b) will not
disclose the Confidential Information of the other party to any third parties
except as expressly permitted in this Agreement, and (c) will take all
reasonable security measures to maintain the confidentiality of all Confidential
Information of the other party in its possession or control, which will in no
event be less than the measures it uses to maintain the confidentiality of its
own information of similar importance.
8.4 Upon the termination or expiration of this Agreement, or upon any request of
a party, all Confidential Information, together with any copies of same as may
be authorized herein, will (at the election of the disclosing party) either be
returned to the disclosing party or certified destroyed by the receiving party.
Notwithstanding the termination or expiration of this Agreement, each party
agrees the requirements regarding use, confidentiality and non-disclosure set
forth herein will survive the termination or expiration of this Agreement for a
period of three (3) years from the date of the disclosure of the Confidential
Information.
8.5 Each party acknowledges that its breach of this Section will cause
irreparable damage and hereby agrees that the other party shall be entitled to
seek injunctive relief under this Agreement, as well as such further relief as
may be granted by a court of competent jurisdiction.
9. TRADEMARKS.
Subject to McDATA's prior written approval, McDATA grants Reseller a limited,
nonexclusive, non-transferable, revocable license to use McDATA's Trademarks
(defined as McDATA's name or any abbreviation thereof, its acronym, logotype or
any other trademarks or trade names of McDATA) for the sole purpose of marketing
and selling Products and End User Customer Services in the Territory during the
term of this Agreement Reseller agrees to comply with McDATA's Logo Usage Guide,
which is found at McDATA's web site, xxx.xxxxxx.xxx. By using McDATA's
Trademarks, Reseller does not acquire any proprietary rights to such Trademarks,
and Reseller agrees not to obtain or attempt to obtain, by any method, any
rights, title or interest in or to any of the Trademarks. Additional provisions
relating to the proper usage of the Trademarks are sat forth in Channel
Notification Documents.
10. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTY
10.1 EXCEPT FOR A BREACH OF SECTION 8 (CONFIDENTIALITY), IN NO EVENT WILL EITHER
PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY OR
CONSEQUENTIAL DAMAGES, NOR FOR ANY DAMAGES RELATING TO LOST DATA, LOST PROFITS,
ADVERTISING OR PROMOTIONAL COSTS, TERMINATION OF EMPLOYEES, SALARIES OF
EMPLOYEES OR SEVERANCE PAYMENTS, CREATION OF CUSTOMER BASE, OR FUTURE
EXPECTATIONS OR OTHER ECONOMIC ADVANTAGE, HOWSOEVER ARISING AND REGARDLESS OF
THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY OR TORT (INCLUDING NEGLIGENCE)
OR UNDER ANY OTHER THEORY OF LIABILITY IN LAW OR IN EQUITY, EVEN IF SUCH PARTY
HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Notwithstanding any provision herein to the contrary, McDATA's entire
liability in any given instance from any cause whatsoever, and regardless of the
form of action, whether in contract, warranty or tort (including negligence) or
any other theory of liability in law or in equity, will in no event exceed the
lease, of (i) the purchase price for the specific Product that is the subject
matter of or is directly relative the cause of action; or (ii) Five Hundred
Thousand Dollars ($500,000).
10.3 The foregoing limitations will not apply (i) to claims by either party for
personal injury or damage to personal property, or (ii) claims by McDATA for
negligent or misuse or unauthorized use by Reseller of any of McDATA's
proprietary rights, including Trademarks and Software.
10.4 THE WARRANTIES, IF ANY, PROVIDED IN THIS AGREEMENT (INCLUDING THE
APPENDICES AND CHANNEL NOTIFICATION DOCUMENTS) OR AS PROVIDED WITH THE PRODUCTS
ARE GIVEN IN LIEU OF ALL OTHER
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June 2004
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WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF
WHICH ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED.
11. MARKETING
McDATA and Reseller may publicly refer to the existence, but not the content, of
this Agreement and may reference their business relationship by creating a
hyper-link from one party's web site to the other party's web site. Reseller
grants McDATA a license to use Reseller's trademarks and corporate logos solely
for such marketing and reference purposes. Copies of each party's logo and
authorized trademark(s) can be obtained from their respective marketing
departments and may not be altered or changed by either party, its employees or
agents, without prior written permission from an authorized representative of
the other.
12. GENERAL
12.1 NO AMENDMENT OR WAIVER. No provision of this Agreement will be deemed
waived, amended or modified by either party, unless such waiver, amendment or
modification is made in writing and signed by authorized representatives of both
parties. No waiver of rights under this Agreement by either party shall
constitute a subsequent waiver of such rights or any other rights under this
Agreement. Notwithstanding the foregoing, the parties agree to the use of
Channel Notification Documents as set forth in this Agreement.
12.2 SEVERABILITY. If any provision of this Agreement is held to be invalid or
unenforceable by a proper authority having jurisdiction over this Agreement, the
remaining provisions of this Agreement will remain in full force and effect.
12.3 NO AGENCY CREATED. Nothing in this Agreement shall be construed to create a
partnership, joint venture, or agency relationship between the parties. Neither
party is granted the tight or authority to assume or create any obligation or
responsibility, express or implied, on behalf of, or in the name of the other
party, or to bind such other party in any manner to anything whatsoever.
12.4 NO THIRD PARTY BENEFICIARIES. The parties agree that there shall be no
third party beneficiaries to this Agreement, including but not limited to
Reseller's End User Customers.
12.5 ASSIGNMENT. Neither party will assign this Agreement or any rights
hereunder without the prior written consent of the other party, which consent
will not be unreasonably withheld. Notwithstanding the foregoing sentence,
McDATA may assign this Agreement to any entity controlled by, controlling, or
under common control with McDATA or to any successor by merger, divestiture,
consolidation or reorganization, or to any purchasers of all or substantially
all of the assets of the business of McDATA without consent of Reseller.
12.6 GOVERNING LAWS. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado excluding its choice of law
provisions. The United Nations Convention on Contracts for the International
Sale of Goods (CISG) is specifically excluded and shall not be applicable to any
transaction contemplated herein.
12.7 DISPUTE RESOLUTION PROCESS. In case of any dispute between the parties
relating to this Agreement, such dispute shall be finally resolved in Denver,
Colorado (USA) by arbitration under the Commercial Rules of Arbitration of the
American Arbitration Association, using three arbitrators, one selected by each
of McDATA and Reseller and the third selected in accordance with such Rules. The
arbitrators will decide the issues presented to them applying the substantive
laws of the Sate of Colorado (USA). The award of the arbitrators may be granted
notwithstanding the absence of any party and such award shall be in writing and
shall be final and binding upon the parties and shall not be appealed from or
contested in any court or tribunal. Any award rendered hereunder may be entered
for enforcement, if necessary, in any court of competent jurisdiction.
12.8 INJUNCTIVE RELIEF. Notwithstanding the above provisions relating to
arbitration, the parties agree that in respect of any violation of any provision
of this Agreement, including without limitation violation of any proprietary or
confidential information, for which an award of damages is an inadequate remedy
to project the injured party, the injured party is entitled to seek injunctive
relief, including a preliminary injunction, in a court of competent
jurisdiction, in addition to any other relief available to it under the
arbitration procedures specified above in Section 12.7.
12.9 OFFICIAL LANGUAGE. The official language of this Agreement and all
transactions conducted under this Agreement is English.
12.10 FORCE MAJEURE. Neither party will be liable for any failure or delay in
its performance under this Agreement due to any cause beyond its reasonable
control, including but not limited to acts of God, war, riot, embargoes, acts of
civil or military authorities, fire, floods, accidents, strikes, delays by
suppliers or shortages of transportation, facilities, fuel, energy, labor, or
materials.
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12.11 COMPLIANCE WITH LAWS. McDATA and Reseller each agree to comply with all
applicable laws and each understand and agree that the continuing rights and
obligations of the parties hereunder are specifically conditioned upon
compliance with such laws. These laws include, without limitation, the
following: (i) the U.S. anti-boycott regulations, (ii) the U.S. Foreign Corrupt
Practices Act ("FCPA"), (iii) the export control laws of the United States of
America, (iv) the prevailing regulations which may be issued from time to time
by the U.S. Department of Commerce and the Office of Munitions Control and the
U.S. Department of State, and (v) any export or import laws of the agencies of
the Territory or of any countries into or through which the Products purchased
under this Agreement may be transported.
12.12 NOTICES. Notices required hereunder will be in writing and will be deemed
given when transmitted by facsimile (provided such facsimile is subsequently
confirmed in writing within five (5) days of the facsimile date) or deposited
with an express delivery service with guaranteed third-day delivery, prepaid,
addressed as follows:
NOTICES TO: McDATA CORPORATION:
McDATA Corporation
000 Xxxxxxxxxxx Xxxxxxxx
Xxxxxxxxxx, XX 00000
Attn: VP of Sales
With a copy to: VP and General Counsel
Fax:000-000-0000
NOTICES TO: RESELLER
MTI Technology Corp
00000 Xxxxxxxx Xxx
Xxxxxx,XX 00000
Attn: CFO
Fax : 000-000-0000
12.13 ENTIRE AGREEMENT. This Agreement, together with any and all attachments
hereto and applicable Appendices, Addendums and Channel Notification Documents
as issued from time to time by McDATA constitutes the entire agreement between
McDATA and Reseller with respect to the subject matter hereof, and supersedes
all prior and contemporaneous oral or written representations or agreements
between the parties regarding the subject matter of this Agreement.
12.14 COUNTERPARTS. This Agreement may be executed in counterparts or by
facsimile, each of which shall be an original, and all of which together shall
constitute one and the same instrument.
12.15 NUCLEAR, AVIATION OR LIFE SUPPORT APPLICATION. McDATA specifically
disclaims liability for use of McDATA Software in connection with the design,
construction, maintenance, and/or operation of any (i) nuclear facility, (ii)
aircraft, aircraft communication or aircraft ground support system, or (iii)
life support system by Reseller or its End User Customers. Such use is entirely
at the user's risk. McDATA shall not be liable to Reseller or its End User
Customers, in whole or in part, for any claims arising out of such use. Reseller
agrees to defend, indemnify, and hold McDATA harmless from and against any and
all claims arising out of use of the Software in such applications by Reseller
or its End User Customers.
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June 2004
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PREMIER RESELLER ADDENDUM
RESELLER AGREEMENT
This addendum applies to a Reseller that will purchase, market, sell license or
incorporate Product to any commercial non-United States government entity,
instrumentality or agency.
TERRITORY: NORTH AMERICA
1. SCOPE
1.1 Sales to the US Government are not authorized under this Agreement.
1.2 Reseller is authorized to procure McDATA Products and End User Customer
Services through the source defined in Paragraph 2.3, "Product Provider."
Reseller procurement of Product and End User Customer Services from sources
other than the Product Provider is a material breach of this Agreement and may
result in termination of this Agreement. In the event Reseller procures Product
or End User Customer Services from sources other than its Product Provider, such
procurements will not be included in any McDATA marketing and promotional
programs made available to Reseller by McDATA. McDATA, at its sole discretion,
may change this policy through a Channel Notification Document.
2. DEFINITIONS
2.1 "DISTRIBUTOR" means a business entity which is authorized by McDATA through
a fully executed distributor agreement to market and sell, or incorporate for
resale, the McDATA Products and End User Customer Services to McDATA authorized
Resellers in its Territory.
2.2 "END USER CUSTOMER" means any entity which, for its own use and not for
resale, (i) purchase McDATA-manufactured Products; and/or (ii) licenses Software
associated therewith from McDATA; and/or (iii) receives End User Customer
Services from McDATA.
2.3 "PRODUCT PROVIDER" means either a McDATA-authorized OEM and/or Distributor
who provides Product(s) to the Reseller, as set forth in Appendix 1.
2.4 "RESELLER" means a business entity which is authorized by McDATA through a
fully executed Reseller Agreement to (i) market and resell Products; (ii)
purchase McDATA-manufactured Products from a Product Provider, without the
intention of purchasing such Products for its own use; and/or (iii) resell End
User Customer Services from McDATA.
3. TERM
The initial term of this Agreement shall be for a period of one (1) year from
the Effective Date unless sooner terminated pursuant to the termination
provisions herein. Thereafter, this Agreement automatically renews for
successive terms of one (1) year.
4. RESELLER OBLIGATIONS/RESPONSIBILITIES
For enhanced warranty and post warranty services, Reseller shall refer to
McDATA's Product Offerings on its website. McDATA will notify Reseller of
changes to the Product Offerings through its Channel Notification Documents.
5. END USER CUSTOMER SOFTWARE LICENSE
Product(s) that embody or include Software will be delivered with a shrink-wrap
or click-through software license which shall govern End User Customer's use of
the Software. Such Software is proprietary to, trade secret of, and copyrighted
by McDATA or its suppliers. McDATA or its suppliers retain title in and to the
Software and all intellectual property rights, and no title to the Software or
intellectual property rights is transferred to the End User Customers.
6. MARKETING
Reseller agrees not to publish or advertise any price below Manufacturer's
Suggested List Price on its web site or by means of any online communications or
any other mass communications, including without limitation, catalogues, fax
blasts, direct mail pieces, or e-mail blasts.
7. GOVERNMENT FLOWDOWN PROVISIONS.
Reseller agrees that flowdown provisions, including, but not limited to United
States Government Federal Acquisition Regulations ("FARs"), Defense FARs or NASA
FARs, shall not apply to McDATA and McDATA does not accept such provisions
notwithstanding the existence of such provisions. In addition, McDATA is not
responsible for fulfilling any contract obligations under any schedule contracts
including those obligations under the United States Government General Service
Administration ("GSA") contract and the California Multiple Award Schedule
("CMAS") contract.
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June 2004
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APPENDIX I
RESELLER AGREEMENT
PREMIER PARTNER
PRODUCTS, PRODUCT PROVIDER AND REVENUE TARGETS
PRODUCTS:
Reseller is eligible to sell the McDATA Products listed below. McDATA will
provide Product information including pricing, availability, features,
accessories, services and support in the Channel Notification Documents. McDATA
will update the Product listing from time-to-time through the Channel
Notification Documents.
- Fibre Channel Directors
- Switches
- Software
- Fabricenter(TM) Cabinet
004 ANNUALIZED REVENUE TARGET: $500,000
The 2004 Annualized Revenue Target to qualify as a Premier Reseller is $500,000.
Reseller is eligible for Premier Reseller program benefits and responsible for
the obligations as defined in the Channel Notification Documents.
INITIAL EDUCATION REQUIREMENTS:
Reseller must successfully complete both Sales and Technical Foundation
training, for each McDATA authorized sales location, as follows, within ninety
(90) days of the effective date of this Agreement.
Sales: All Sales Reps/sales location McDATA Solution (web-based)
Technical: 3 individuals Certified Professional Accelerated
Track (CPAT)
McDATA will waive the charges associated with the above listed required
technical courses for three (3) individuals at Reseller's organization. McDATA
may, at its sole discretion, provide additional education incentives to Reseller
based upon sales performance. These incentives, if made available, will be
communicated via Channel Notification Documents.
McDATA Corporation Reseller Agreement
Premier Partner Addendum
June 2004
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PRODUCT PROVIDER:
Reseller will purchase Products directly from one of the Distributors listed on
the next page below. Terms and conditions for purchase of Products from the
Distributor are as agreed between Distributor and Reseller.
Reseller may elect a new distributor annually by notifying McDATA thirty (30)
days prior to renewal of the Agreement. If McDATA does not receive notice of a
new distributor election and the Agreement is renewed, Reseller agrees that it
will continue to purchase Products through the currently designated distributor.
Under limited circumstances as approved by McDATA in writing, Reseller may
purchase from another Product Provider as directed by McDATA. This may include
a) critical customer need where Product is not available from Product Provider
in the time frame required by End User, but available through another Authorized
McDATA Product Provider or b) repeated, documented dissatisfaction with
specified Product Provider during the term of the Agreement.
PLEASE INDICATE WHICH ONE OF THE FOLLOWING DISTRIBUTORS YOU CHOOSE TO BUY FROM
FOR THE FIRST YEAR OF YOUR AGREEMENT WITH McDATA:
[ ] AVNET
East Coast Sates - Xxxx Xxxxx Phone: 000-000-0000 X0000
Fax: 000-000-0000
Email: xxxx.xxxxx@xxxxx.xxx
West Coast Sates - Xxx Xxxxxxx Phone: 000-000-0000
Fax: 000-000-0000
Email: xxx.xxxxxxx@xxxxx.xxx
[ ] ARROW ESS
Xxxxxx Xxxxx Phone: 000-000-0000
Fax: 303-824.3646
Email: xxxxxx@xxxxx.xxx
[ ] XXXX MICROPRODUCTS,INC
Xxxx Xxxxxxx Phone: 000-000-0000
0000 Xxxxxxxx Xxx Email: xxxxxxxxx@xxxxxxxxx.xxx
Xxx Xxxx, Xxxxxxxxxx 00000 -1721
[ ] MOCA
Xxxxxxxx Xxxxxxxx Phone: 0 -000-000-0000
0000 Xxxxxxx Xxxxxxxxx Xx, 0xx Xxx, Fax:
Xxx Xxxxxxx, XX 00000 Email:
[X] TIDAL WIRE
Xxxxxx Xxxxxxx Phone: 000-000-0000
Email: xxxxxxxx@xxxxxxxxx.xxx
McDATA reserves the right to change the Premier Partner criteria each January or
upon sixty (60) days advanced notice through a Channel Notification Document. If
Reseller fails to comply with any of the above requirements, McDATA reserves the
right to change the Reseller Designation and Reseller will become eligible for
only those programs applicable to the new Reseller Designation.
McDATA Corporation Reseller Agreement
Premier Partner Addendum
June 2004
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