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Huawei-Authorized-Reseller-Agreement

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					         Authorized Reseller Agreement                                                CONFIDENTIAL




                        AUTHORIZED RESELLER AGREEMENT


THIS HUAWEI TECHNOLOGIES AUTHORIZED RESELLER AGREEMENT ("AGREEMENT") IS
APPLICABLE FOR AN INDIRECT RESELLER TO REGISTER AS AN AUTHORIZED RESELLER
WITH HUAWEI. AUTHORIZED RESELLER MUST AGREE TO THE TERMS AND CONDITIONS OF
THIS AGREEMENT TO BE ABLE TO. REGISTER AS AN AUTHORIZED RESELLER WITH HUAWEI.

This Agreement is entered into by and between Huawei Technologies UK Ltd (hereinafter “Huawei”),
a company having its registered office at Viables 3, Jays Close, Basingstoke, Hampshire RG22 4BS
and <company> having its registered office at <address> as identified in the applicable Reseller
Registration Application (hereinafter “Authorized Reseller”).

Huawei and Authorized Reseller collectively referred to hereinafter as the “Parties” and each
individually as a “Party”.



1.     DEFINITIONS

1.1    “Authorized Reseller” means the Huawei certified company that has completed the Huawei
       Authorized Reseller Application process and signed an Authorized Reseller Agreement with
       Huawei, authorized by Huawei to resell Products and Services within the Territory directly to
       End Users.

1.2    “Distributor” means the Huawei certified and authorized distributor of the Huawei Products
       and Services.

1.3    “Documentation” means the user manual, technical literature and other release notes
       accompanying Huawei Products.

1.4    “Effective Date” means the date Authorized Reseller accepts this Agreement in writing.

1.5    “End User” means a purchaser or licensee of the Products who acquires the Products and
       Services for use and not for resale, remarking or distribution.

1.6    “Hardware” means the physical components of Huawei equipment delivered as part of the
       Products.

1.7    “Product(s)” shall mean Huawei Hardware products, software, and related documentation, or
       any part thereof. In the event of Huawei excluding and/or adding Product(s) from availability to
       Reseller, the definition of “Product(s)” shall be deemed amended to exclude and/or add such
       product(s) without any requirement for an amendment to this Agreement.

1.8    “Services” means technical support, spares support and on site spares installation provided
       by Huawei for Huawei Products to End Users .

1.10   “Software” means the machine readable (object code) version of computer programs,
       whether incorporated in the Hardware or delivered separately, developed or marketed by
       Huawei and related Documentation whose copyright is owned by Huawei.
         Authorized Reseller Agreement                                                CONFIDENTIAL

1.12   “Trademark(s)” means the word-mark or the Huawei logo, the applicable Huawei Product
       trademarks and any other trademarks and service marks adopted by Huawei to identify its
       Products and Services.

1.13   “Territory” means <applicable country>



2.     APPOINTMENT AND RELATIONSHIP

2.1    Appointment. During the term of this Agreement, Huawei appoints Authorized Reseller as
       indirect reseller, and Authorized Reseller accepts the appointment, on a non-transferable,
       non-exclusive basis, to purchase and/or license Huawei Products and Services from an
       Authorized Distributor and to resell such Huawei Products and Services directly to End Users
       in the specified Territory only.

2.2    Relationship. The Parties hereto acknowledge and agree that they are independent
       contractors and that both Parties have no direct contractual relationship to each other
       regarding the purchase of Products and Services from the Authorized Distributor. No agency,
       partnership, joint venture, employment or formal business organization or relationship of any
       kind is created or implied by this Agreement.



3.     PURCHASE AND RESALE

3.1    Agreement with Distributors. In order to procure Huawei Products and Services, Authorized
       Reseller may be required by its selected Distributor to enter into a reseller agreement or other
       agreement with such Distributor. Authorized Reseller acknowledges and accepts that each
       Distributor is an independent Party with no power to act on behalf of Huawei in any manner
       whatsoever. Except to the extent that such agreements expressly identify Huawei as a third
       party beneficiary of the agreement, such agreements will be considered executed only
       between Authorized Reseller and the Distributor. Authorized Reseller further acknowledges
       and accepts that any agreement concluded by Authorized Reseller and Distributor with
       respect to the sale, purchase or distribution of Huawei Products and/or Services shall not
       constitute a sale, purchase or distribution agreement with Huawei.

3.2    Restriction. Authorized Reseller guarantees: a) NOT to Purchase and/or License Products
       and Services from any source other than Huawei Distributor or Huawei or other certified
       reseller within the Territory; b) all Huawei Products will be delivered with all warranties,
       disclaimer and license intact as shipped from Huawei; c) Not to resell, license, distribute or
       market any Non-Huawei Products and Services under Huawei name or using Huawei
       trademark or logo.



4.     OBLIGATIONS OF AUTHORIZED RESELLER

       Authorized Reseller agrees to the following obligations when reselling the Products and
       Services if any to End Users:
       a) Obtain the accreditation levels as stipulated in Annex 1;
       b) Maintaining the satisfaction of End Users;
       c) Fulfilling all accepted orders for the Products;
           Authorized Reseller Agreement                                               CONFIDENTIAL

      d) Provide Product warranty information to End Users;
      e) Providing (pre) sales support to End Users;
      f)    Inform End Users of installation requirements in regard to power, software/hardware
            media, temperature, humidity, space, etc;
      g) Assist Distributor with tracing sold Products, as is required by Huawei and to keep records
         of each sales transaction for three years
      h) Report directly on a frequent basis to Distributor all the End-Users sales;
      i)    Not to separate Software embedded or contained in the Product from it or make any
            modification or alteration to the Software.
      j)    Comply with the Trademark Policy for the use of Huawei trademark or logo on Huawei
            Products as stipulated in Annex 2.



5.    LICENSE GRANTS

5.1   Trademark. Authorized Partner shall have a non-exclusive, non-transferable license to use
      the Trademarks solely to refer to Huawei Products and Services and solely in connection with
      Authorized Reseller's resell, advertising and promotion of Huawei Products and Services to
      End User as authorized under this Agreement. The Huawei trademark guidelines are included
      in Annex 2. Authorized Reseller will have no rights in such marks except as expressly set forth
      herein and as specified by Huawei in writing from time-to-time. Authorized Reseller agrees not
      to use the Trademarks or any other mark likely to cause confusion with the Trademarks as
      any portion of the Authorized Reseller’s trade name or trademark for its business, services or
      other products. Authorized Reseller shall comply with any marketing and trademark guidelines
      provided by Huawei from time-to-time. Authorized Reseller agrees to not remove and to
      include all applicable copyright and Trademarks, and Trademark notices of Huawei as they
      appear on or in the Huawei Products and in all advertisements and marketing materials
      provided or approved by Huawei. Authorized Reseller shall not market Huawei Products and
      Services in any way that implies that such are the proprietary product of Authorized Reseller
      or of any party other than Huawei. Authorized Reseller shall immediately cease or suspend
      use of the Trademarks in any marketing material if Huawei notifies Authorized Reseller in
      writing that the use of the Trademarks does not comply with Huawei marketing and trademark
      guidelines.

5.2   License. Authorized Reseller's appointment only grants to Authorized Reseller a license to
      distribute to End Users software or firmware incorporated or embedded in Products or
      supplied separately by Huawei and does not transfer any right, title or interest in any such
      software or firmware to Authorized Reseller or to any End User. The license of any such
      software or firmware will be and is made pursuant to the terms and conditions of the license
      agreement included with each Product.



6.    WARRANTY

6.1   End User Warranty. Huawei warrants the Huawei Products to the End User are only pursuant
      to the terms and conditions of the limited warranty statement provided with that Product.
      Authorized Reseller shall be solely responsible for any claims, warranties or representations
      made by Authorized Reseller or Authorized Reseller's employees or agents which differ from
      or are in addition to the warranty provided by Huawei in the applicable limited warranty.
          Authorized Reseller Agreement                                                  CONFIDENTIAL

6.2     Warranty Disclaimer. ALL MATERIALS PROVIDED BY HUAWEI EITHER BY MEANS OF A
        WEBSITE OR BY WRITTEN NOTIFICATION ARE PROVIDED BY HUAWEI TO THE
        AUTHORIZED RESELLER “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND.
        EXCEPT AS SPECIFIED IN THE END USER WARRANTY IN CLAUSE 6.1 ABOVE,
        HUAWEI, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL OTHER
        WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
        FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY ARISING FROM COURSE
        OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE AND ANY
        STATUTORY WARRANTIES OF NON-INFRINGEMENT.



7.      REQUIREMENTS AND BENEFITS OF AUTHORIZED RESELLER

7.1     Accreditation Requirements. Authorized Reseller will at all times comply with the policies
        and criteria established by Huawei for the Authorized Reseller program including but not
        limited to maintaining a sales organization, facilities and other resources sufficient to provide
        sales and assistance, and to otherwise carry out Authorized Reseller's obligations under this
        Agreement. Huawei reserves the right to disqualify Authorized Reseller from the Authorized
        Reseller program and to terminate this Agreement upon written notice to the Authorized
        Reseller or to change Authorized Reseller's accreditation levels if Huawei determines at its
        sole discretion that Authorized Reseller does not meet the then-current accreditation
        requirements for its designated levels, or if the Authorized Reseller is in breach of its
        obligations in terms of this Agreement.

7.2     Benefits. Authorized Reseller will have access to the Authorized Reseller program as
        stipulated in Annex 1 and various tools and resources to aid in Authorized Partner sales
        efforts.



8.      GENERAL TERMS AND CONDITIONS

8.1     Term and Termination

8.1.1 Term. This Agreement is initially valid for a period of 12 (twelve) months and then
automatically extends with periods of 12 (twelve) months, unless the Parties terminate this Agreement
with observance of a notice period of 3 (three) months prior to the expiry of the initial term or the
subsequent 12 (twelve) month period, and unless terminated in accordance with clause 8.1.2.

8.1.2   Termination. Each Party may terminate this Agreement as follows:

         (i)   For its convenience upon thirty (30) days prior written notice to the other Party; or

         (ii) With immediate effect for the other Party’s material breach, or in the case of a breach
              that is capable of remedy fails to remedy the breach within thirty (30) calendar days
              after the non-breaching Party has provided prior written notice of such breach with
              sufficient information to identify such breach;

8.1.3   Rights and Obligations upon Expiration or Termination. On expiration or termination of
        this Agreement:
              Authorized Reseller Agreement                                                 CONFIDENTIAL

        (i)      The Authorized Reseller shall cease to represent itself as a Huawei Authorized Reseller
                 and cease its use of all Trademarks or use any mark which is confusingly similar to any
                 trademark associated with Huawei.

        (ii)     All authorizations and licenses granted by Huawei will terminate and all rights shall
                 revert to Huawei. Licenses granted in this Agreement will extend to all Product and
                 Services for which purchase orders have been accepted and for which Product and
                 Services will be delivered post-termination.

        (iii)    All other materials, documentation, data and Confidential Information provided by
                 Huawei according to this Agreement shall immediately be returned to Huawei.

        (iv)     The Authorized Reseller’s right to purchase Huawei Products and Services from any
                 Huawei Authorized Distributor shall immediately terminate.

        (v)      The Authorized Reseller shall not purchase Huawei Products and Services from any
                 Huawei Authorized Distributor, and;

        (vi)     The Authorized Reseller, at Huawei’s sole discretion, may continually sell on-hand
                 inventory for up to three (3) months after expiration or termination of this Agreement and
                 also Products for which purchase orders have been accepted on or before termination
                 date.

8.1.4   Survival. The parties' rights and obligations under the following provisions shall survive
        termination of this Agreement: Clause 6 (Warranty), 8.1.3 (Rights and Obligation upon
        expiration or Termination), 8.1.4 (Survival), 8.2 (Compliance and Export Controls), 8.3
        (Indemnification), 8.4 (Confidential Information), 8.5 (Records and Audit), 8.6 (Limitation of
        Liability), 8.7 (Governing Law and Disputes), 8.12 (Notices).



8.2     Compliance and Export Controls

8.2.1   Compliance with Laws. Authorized Reseller shall comply with all applicable laws, rules and
        regulations in connection with its activities under this Agreement, and shall obtain and
        maintain all permits, licenses and government registrations necessary or appropriate to
        perform its obligations under this Agreement. Upon Huawei request, Authorized Reseller shall
        provide written assurances of such compliance as to a particular law, rule, regulation, permit,
        license or registration.

8.2.2   Export Controls. Authorized Reseller understands and agrees that it is Authorized Reseller's
        responsibility to comply with all applicable laws and regulations, including compliance with all
        export licenses for Huawei Products containing encryption which may require action on
        Authorized Reseller Partner’s behalf prior to sale into certain countries and to certain persons
        or entities. In particular, Authorized Reseller agrees to take any and all actions necessary to
        comply with European Union (E.U.) export laws and regulations in its performance of any
        agreement with Huawei.

8.2.3   Taxes. All taxes levied on Huawei or the Authorized Reseller shall be borne by the respective Party in
        accordance with the applicable tax law/regulation in the Territory. All payments to be made by
        Authorized Reseller to Huawei under this Agreement shall be made without any set-off or
        counterclaim, free from and clear of any tax withholding or deduction, except where
        Authorized Reseller is legally required to make a tax withholding or deduction, in which case
          Authorized Reseller Agreement                                                      CONFIDENTIAL

        the sum payable by Authorized Reseller shall be increased to the effect as if no such
        withholding or deduction had been made or required to be made.

8.2.4 Where Authorized Reseller makes the payment to Huawei without set-off, counterclaim or
       withholding or deducting tax and a subsequent audit identifies that tax should have been
       withheld or deducted from the payment, Authorized Reseller shall be liable to pay and bear
       responsibility to pay the tax that should have been withheld or deducted and any interest and
       penalties due thereon to the relevant authority.

8.2.5   In case any tax has been included in the prices, and the rate of such tax is increased or
        decreased, or the tax is abolished, or a new tax comes into force which shall be included in the
        prices, or any change in interpretation or application of such tax occurs in the course of the
        performance of this Agreement, an equitable adjustment of the price shall be made to address
        such change to protect both Authorized Reseller and Huawei from detrimental impact and
        such adjustment, if any, shall be agreed between Authorized Reseller and Huawei.

8.3     Authorized Reseller’s Indemnification of Huawei. Authorized Reseller shall indemnify,
        defend and hold Huawei harmless from any costs or damages (including attorneys' fees)
        resulting from third party claims against Huawei arising from (i) Authorized Reseller ’s misuse
        of any Product or Service provided by Huawei, (ii) Authorized Reseller’s use of any product or
        service not provided by Huawei but used in combination with Huawei Products, if such claim
        would have been avoided by the exclusive use of the Huawei Products; and (iii) Authorized
        Reseller ’s (including its representative’s) breach of any of the Authorized Partner’s obligations
        under Clause 2 (Appointment and Relationship), Clause 3 (Purchase and Resale), Clause 5
        (License Grants), Clause 8.2 (Compliance and Export Controls), 8.4 (Confidential
        Information), 8.5 (Records and Audit).

8.4     Confidential Information. “Confidential Information” means the non-public information that
        is exchanged between the parties, provided that such information is: (i) identified as
        confidential at the time of disclosure by the disclosing party (“Discloser”), or (ii) disclosed
        under circumstances that would indicate to a reasonable person that the information ought to
        be treated as confidential by the party receiving such information (“Recipient”). Huawei
        Confidential Information shall include, without limitation all Huawei Offerings, proposed new
        hardware and software products, and pricing, regardless of whether such information is
        marked as confidential or proprietary. A Recipient may use the Confidential Information that it
        receives from the other party solely for the purpose of performing activities contemplated
        under this Agreement (“Purpose”). For a period of five (5) years following the applicable date
        of disclosure of any Confidential Information, a Recipient shall hold the Confidential
        Information in confidence and not disclose the Confidential Information to any third party. A
        Recipient shall protect the Confidential Information by using the same degree of care, but no
        less than a reasonable degree of care, to prevent the unauthorized use, dissemination or
        publication of the Confidential Information as the Recipient uses to protect its own confidential
        information of a like nature. The Recipient may disclose the Confidential Information to its
        affiliates, agents and independent contractors with a need to know in order to fulfill the
        Purpose and who have signed a nondisclosure agreement at least as protective of the
        Discloser’s rights as this Agreement.

        This provision imposes no obligation upon a Recipient with respect to Confidential Information
        which: (i) is or becomes public knowledge through no fault of the Recipient; (ii) was in the
        Recipient’s possession before receipt from the Discloser and was not subject to a duty of
        confidentiality; (iii) is rightfully received by the Recipient without any duty of confidentiality; (iv)
        is disclosed generally to a third party by the Discloser without a duty of confidentiality on the
        third party; or (v) is independently developed by the Recipient without use of the Confidential
        Authorized Reseller Agreement                                                    CONFIDENTIAL

      Information. The Recipient’s obligations with respect to the Confidential Information hereunder
      will survive any termination of the Agreement. Upon request from the Discloser or upon
      termination of the Agreement, the Recipient shall return all Confidential Information and all
      copies, notes, summaries or extracts thereof or certify the destruction of the same.

      Recipient may disclose Confidential Information in accordance with a judicial or other
      governmental order, provided that Recipient to the extent reasonably possible (i) immediately
      informs the Discloser in writing of the existence, terms, and circumstances surrounding the
      order or the statutory or regulatory obligation; and (ii) provides the undersigned Discloser
      reasonable notice prior to such disclosure to give the Discloser the chance to defend, limit or
      protect against the disclosure; and (iii) if disclosure of Confidential Information is lawfully
      required, to supply only that portion of the Confidential Information which is legally necessary
      and try to obtain confidential treatment for any Confidential Information required to be
      disclosed and (iv) obtains written assurance from the applicable judicial or governmental entity
      that it will afford the Confidential Information the highest level of protection under applicable
      law or regulation.

      Each party will retain all right, title and interest to their Confidential Information. Neither party
      to this Agreement acquires any patent, copyright or other intellectual property rights or any
      other rights or licenses under this Agreement except the limited right to use for fulfillment of
      the Purpose, as set forth above. The parties acknowledge that a violation of the Recipient’s
      obligations with respect to Confidential Information may cause irreparable harm to the
      Discloser for which a remedy at law would be inadequate. Therefore, in addition to any and all
      remedies available at law, Discloser shall be entitled to seek an injunction or other equitable
      remedies in all legal proceedings in the event of any threatened or actual violation of any or all
      of the provisions hereof.

8.5   Records and Audit. Authorized Reseller agrees to maintain accurate business records of its
      activities under this Agreement, including, without limitation, information pertaining to the
      number of Huawei Product licenses sold and/or the number of Huawei Products held in the
      inventory.

      Subject to Authorized Reseller’s reasonable safety and security requirements, Huawei, or an
      authorized representative on behalf of Huawei, may upon giving Authorized Reseller five (5)
      working days’ prior written notice, audit Authorized Reseller 's records and locations as
      reasonably necessary for the specific purpose of ascertaining Authorized Reseller’s
      compliance with the terms of this Agreement and/or any promotional, incentive programs
      and/or any document or information that continues to qualify the Authorized Reseller for the
      Authorized Reseller program.

8.6   Limitation of Liability. In no event shall Huawei, regardless of claim, right or theory, be liable
      for any incidental, consequential, indirect, special or punitive damages of any kind or nature,
      or for loss of revenue, profit, sales, anticipated savings, use of money or use of products, loss
      of business, loss of data, or other financial loss arising out of or in connection with the sale,
      installation, use, performance, failure or interruption of the products, technical failure and
      breaches of logical security, whether such liability is asserted on the basis of contract, tort
      (including negligence, products liability or strict liability) or otherwise.

      Notwithstanding any other provision in this Agreement, Huawei disclaims any direct liability
      towards the Authorized Reseller as either (i) the terms and conditions of the Agreement with
      Distributor shall prevail or (ii) the terms and conditions of the Certified Services Partner
      agreement signed between Huawei and the Authorized Reseller shall prevail above this
      Agreement, as described in Clause 8.17.
         Authorized Reseller Agreement                                                   CONFIDENTIAL

8.7    Governing Law and Disputes. This Agreement shall be construed in accordance with and all
       disputes hereunder shall be exclusively governed by the laws of England and Wales. All
       disputes arising out of or in connection with this Agreement, including any question regarding
       its existence, validity or termination, shall, unless amicably settled between the Parties, be
       submitted to the exclusive jurisdiction of the courts in England and Wales. The terms and
       conditions of this clause 8.7 shall not prejudice the Parties right to request relief in
       interlocutory or preliminary proceedings with the competent courts in England and Wales or
       take protective pre-judgment measures at any time.

8.8    Language. The original of this Agreement has been written in English, and such version shall
       be the governing version of the Agreement. Should a translation of the Agreement into any
       other language be made for any reason, all matters involving interpretation shall be governed
       by the English version.

8.9    No Waiver. Any waiver of a default in performance hereunder shall be deemed a waiver of the
       particular instance only and shall not be deemed a continuing waiver or consent to a
       continuing or subsequent default. The exercise of any right or remedy provided in the
       Agreement shall be without prejudice to any other right or remedy available under this
       Agreement or at law or in equity.

8.10   Severability. If any provision of this Agreement is found to be invalid, illegal or unenforceable,
       a modified provision shall be substituted which carries out as nearly as possible the original
       intent of the Parties and the validity and enforceability of the remaining provisions shall in no
       way be affected thereby.

8.11   Assignment. Authorized Reseller shall not assign or transfer its rights and obligations under
       this Agreement without Huawei’s express prior written consent.

8.12   Notices. All notices or other communications required or permitted hereunder shall be in
       writing and shall be deemed to have been given if sent via electronic mail to the Email address
       provided by Authorized Reseller with its Authorized Reseller Registration application. Notices
       shall be deemed received one business day after being sent by electronic mail.

8.13   Force Majeure. Each party shall be excused from performance for any period during which,
       and to the extent that, it is prevented from performing any obligation or service, in whole or in
       part, due to unforeseen circumstances or to causes beyond such party's reasonable control,
       including but not limited to acts of God, war, terrorism, riot, embargoes, acts of civil or military
       authorities, fire, floods, accidents, strikes, failure to obtain export licenses or shortages of
       transportation, facilities, fuel, energy, labor or materials, or in such circumstances or for such
       events as described as Force Majeure events in terms of the applicable law..

8.14   Entire Agreement. This Agreement as so constituted and accepted during the Authorized
       Reseller Registration Process by Authorized Reseller is the entire Agreement between the
       Parties with respect to the subject matter hereof and supersedes all other previous
       statements, communications or agreements, whether oral or written, including press releases,
       advertising and sales material. In the event of a conflict between the terms of this Agreement
       and its Annex(es), the terms and conditions of this Agreement shall prevail.

8.15   Web Site or Notification Updates This Agreement, along with other materials on the Huawei
       web sites or otherwise provided by Huawei upon written notification of documents and/or
       policies, may be updated from time to time. Huawei reserves the right to amend or update
       elements of the Authorized Reseller programs at its sole discretion. Authorized Reseller
       acknowledges that it is Authorized Reseller’s solely responsible for checking Huawei web sites
       for updates as the case may be and for continuing compliance with all applicable Authorized
            Authorized Reseller Agreement                                                CONFIDENTIAL

          Reseller program requirements. Authorized Partner's continuing participation in the Authorized
          Reseller program constitutes acceptance of the Huawei then-current terms and conditions.

8.16      Amendment. Except as otherwise provided for in this Agreement, no provision of this
          Agreement shall be deemed waived, amended, or modified by either Party unless such
          waiver, amendment or modification is in writing and signed by the Party against whom it is
          sought to be enforced. All amendments to this Agreement shall be integral parts of this
          Agreement.

8.17      Precedent. Where there is any conflict or inconsistency between the terms of this Agreement
          and another agreement entered into between the Parties, such as either (i) any agreement
          signed between the Authorized Reseller and the Distributor or (ii) the Certified Service Partner
          agreement signed between Huawei and the Authorised Reseller, the terms and conditions of
          such other agreement shall take precedence.



IN WITNESS WHEREOF, the representatives of two parties hereby sign as follows:



Huawei Technologies UK Ltd



Signature: _______________

Name: _______________

Title :    _______________



____<Authorized Reseller Name>_____________________________________



Signature:_______________

Name:      _______________

Title :    _______________
           Authorized Reseller Agreement                                             CONFIDENTIAL

ANNEX 1. Accreditation Requirements and Benefits


1. Accreditation levels

Authorized Partners are accredited either as:
a. Authorized Reseller;
b. Gold Reseller; or
c. Platinum Reseller;

and in accordance with the stipulations in this Annex 1

Upon signing this Agreement the Authorized Partner will be accredited appointed by Huawei by default
as Authorized Reseller.

Authorized Reseller may be upgraded to the higher accreditation levels Gold Reseller or Platinum
Reseller upon fulfilling the below requirements, in order to benefit from certain incentives. The
Authorized Reseller may demand the Accreditation to Huawei maximum twice per calendar year with 6
months time in between each demand of accreditation, such as one in January and the second one in
July. In order to obtain the Gold Reseller or Platinum Reseller accreditation, the Authorized Reseller
will need to complete and send an Application Form to Huawei. This Application Form will be provided
to the Authorized Reseller upon signing this Agreement. The Authorized Reseller warrants that the
data provided in the Application Form is correct and accurate.

Huawei reserves the right to downgrade the Authorized Reseller to a lower accreditation level, for
example from Platinum Reseller to Gold Reseller and from Gold Reseller to Authorized Reseller in
case the Authorized Reseller does not fulfill the applicable requirements for a certain accreditation
level (as described below). In the event that the Authorized Reseller provides false or untrue
statements in the Application Form, Huawei is entitled to claim for any costs or expenses incurred due
to the provision by the Authorized Reseller of such false or untrue statements. The Authorized
Reseller waives any claim whatsoever for any losses or damages it may have against Huawei in the
event of such downgrading in certification by Huawei.



2. Registration Requirements 2011 and 2012

The following requirements apply in 2011 and 2012:

Level                     Sales Staff Requirements               Sales Out
                                                                 Requirement per
                                                                 annum (x one
                                                                 million USD)

Authorised Reseller       n/a                                    n/a

Gold Reseller             1 Sales Account Manager                $1m
                          1 HCDA certified Pre-Sales engineer
                          1 HCDP certified Pre-Sales engineer

Platinum Reseller         2 Sales Account Managers               $2m
                          2 HCDA certified Pre-Sales engineer
                          2 HCNP certified Pre-Sales engineer
                          1 HCDE certified Pre-Sales engineer
          Authorized Reseller Agreement                                              CONFIDENTIAL




    3. Incentive and Discount structure

The following Incentive and Discount structure applies:

                                  Platinum          Gold              Authorized
 Type of discount                 Reseller          Reseller          Reseller

 Discount on Products (1)         55%               53%               46%
 Discount on Services (2)         20%               20%               20%
 Special Discount                 Yes (3)           Yes (3)           Yes (3)
 Deal Registration                Yes (4)           Yes (4)           Yes (4)
 Demo equipment                   Yes (5)           Yes (5)           No
 Rebate                           Yes (6)           Yes (6)           Yes (6)
 Individual Award                 Yes (7)           Yes (7)           Yes (7)
 Lighthouse Project Award         Yes (8)           Yes (8)           Yes (8)

(1) Discount on the Huawei Products list price in USD ($) and to the exclusion of any applicable tax
    and duties.
(2) Discount of the Huawei Services list price in USD ($) and to the exclusion of any applicable tax
    and duties.
(3) Special discounts to be determined by Huawei on a case by case basis.
(4) Deal registration discounts to be determined by Huawei on a case by case basis.
(5) Huawei may provide demo equipment at special discounts.
(6) Huawei may provide rebates upon the Reseller achieving certain objectives: as further specified in
    Annex 1 clause 4 below.
(7) Huawei may grant awards to individual employees upon employees achieving certain objectives.
(8) Huawei may grant awards for lighthouse projects, to be considered by Huawei on a case by case
    basis.




4. Rebates 2011 and 2012

Rebates will be due and payable in 2011 and 2012 by Huawei if the Authorized Partner equals or
exceeds one of the Sales Out Revenue levels below.

The Rebate is calculated in arrears as a percentage of the Revenues in the preceding full calendar
year (“Rebate Percentage”). Revenue is calculated as the Authorized Partner purchase price of the
Products (“Purchase Price”) multiplied by the actual number of the units of the Products as sold and
invoiced by Authorized Partner to the End User plus the purchase price of the Services multiplied by
the number of Services as sold and invoiced by Authorized Partner to the End User (“Sales Out
Revenue”). In case the Authorized Partner sells the Products and Services to End Users at a price
below the Purchase Price, Revenue is calculated as the Authorized Partner selling price of the
Products and Services to End Users multiplied by the actual number of the units of the Products and
Services sold and invoiced to End Users.
          Authorized Reseller Agreement                                                  CONFIDENTIAL


 Sales Out Revenues per year
 in 2011* and 2012
 (x one million US dollars)        ≥0.3 – 1    ≥1- 2        ≥2- 5        ≥5

 Rebate Percentage**               3%          5%           7%           10%


* In case the 2011 Sales Out Revenues are ≥300K USD (three hundred thousand US dollars) an additional 2%
   Rebate Percentage is granted.
** The applicable Rebate Percentage will be applied progressively.


No Rebate shall be considered earned and due to Authorized Partner under any circumstances with
respect to any Sales Out by Authorized Partner after any expiration or termination of this Agreement.


5. Other provisions

Huawei will provide its full Incentive Program to the Authorized Reseller upon the Authorized Reseller
signing the Agreement.

Huawei reserves the right to update or amend at any time and at its sole discretion the Accreditation
Requirements, the Incentive and Discount Structure and the Rebates described in this Agreement.
Huawei will notify the Authorized Reseller of any such change, and any change provided by Huawei
shall be enforceable at the day of notification thereof by Huawei to the Authorized Reseller and shall
therefore form an integral part of this Agreement.

All amounts in this Annex 1 are in USD and excluding VAT.

				
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