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International Business Law Negotiating, drafting and executing international commercial contracts

Professors: Emmanuel Breen (emmanuel.breen@paris-sorbonne.fr)

Ann Y. Du (ayd7@georgetown.edu)

Class time: Mondays from 5:30 -7:30 pm, Amphi 120 and salle 345 Course aim: Introduce students to the complexities and key features of negotiating and drafting international business contracts through interactive workshops.

HANDOUT N°1

Document 1 : Syllabus Week One: Introduction to international business law (review) Week Two: Introduction to international contracts

Part I: Negotiating a Contract Week Three: Negotiating a Contract

• Pre-contract period o Letters of intent and memoranda of agreement o Preparatory contracts

• The ethics of negotiations o Unfair business practices o Unconscionable and unequal contracts

Part II: Contents of a Contract

Week Four: Types of Contracts Week Five: Typical and Model Contract Clauses

Part III: Execution of a Contract

Week Six: Principle of Good Faith and Contract Flexibility • Principle of Good Faith

o Interpretation of good faith clauses o Party practices

• Contract flexibility o Amending a contract o Framework contracts, administrative orders, purchase orders

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Week Seven: Respect for National Law • Mandatory rules and default rules • Risk of penal consequences (fraud, corruption, etc.) and contract voidance

Part IV: Settlement of International Commercial Disputes

Week Eight: Amicable Methods for Dispute Resolution and the Jurisdiction of State Courts

• Determining the applicable law (review) • Amicable methods for dispute resolution

o Clauses requiring parties to meet before resorting to formal processes (Escalation Clauses, Tired Dispute Resolution Clauses)

o Mediation and conciliation • Jurisdiction of state courts

o Types of state courts and tribunals o Determining the competent tribunal

Week Nine: International Arbitration

• Arbitral procedures • Consequences of arbitration • Arbitration in practice • Goal of promoting international investments

Week Ten: International Arbitration

• Arbitral procedures • Consequences of arbitration • Arbitration in practice • Goal of promoting international investments

Document 2 : Selected Bibliography F. Bortolotti, Drafting and Negotiating International Commercial Contracts : a Practical Guide, ICC, 2013 R. August, D. Mayer and M. Bixby, International Business Law, Pearson, 6th ed., 2013 H. Wevers, A Basic Guide to International Business Law, Noordhoff, 2012 N. Rouiller, International Business Law, Schulthess, 2015 H. Kenfack, Droit du commerce international, Dalloz, coll. Mémentos

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Document 3: The heterogeneity of International Business Law

Examples of National Laws Examples of Regional and International Laws

Examples of Soft Law Instruments

Lex societatis French Commercial Code Delaware Company Law (USA)

EU: Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company OHADA (Organisation for the Harmonization of Business Law in Africa): Uniform Act on Corporate Law and Economic Interest Grouping (entered into force on 5 May 2014)

AFEP / MEDEF (French Associations of Companies), Code for Corporate Governance of Listed Companies (amended November 2015)

Lex contractus French Civil Code Lebanese Securities and Contracts Code

UNCITRAL (UN Commission on International Trade Law): -United Nations Convention on Contracts for the International Sale of Goods (Vienna, 11 April 1980) (“CISG”) -United Nations Convention on Contracts for the International Carriage of Goods Wholly or Partly by Sea (2008, New York) (“Rotterdam Rules”) Hague Conference on Private International Law: Convention Relating to a Uniform Law on the International Sale of Goods (The Hague, 1 July 1964)

CISG Article 9: “(1) The parties are bound by any usage to which they have agreed and by any practices which they have established between themselves. (2) The parties are considered, unless otherwise agreed, to have impliedly made applicable to their contract or its formation a usage of which the parties knew or ought to have known and which in international trade is widely known to, and regularly observed by, parties to contracts of the type involved in the particular trade concerned.” UNIDROIT: UNIDROIT Principles of International Commercial Contracts (1994, 2005, 2010) & Model Clauses for Use by Parties of the UNIDROIT Principles of International Commercial Contracts ICC (International Chamber of Commerce): Incoterm Rules, Model International Sale Contract

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Commission of European Contract Law: Principles of European Contract Law

Rules regarding

conflict of law and choice of jurisdiction

French law Algerian Civil Code

EU: Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (Rome I)

ICC: Model International Sale Contract (A-15 Resolution of Disputes)

UNIDROIT: Model Clauses for Use by Parties of the UNIDROIT Principles of International Commercial Contracts (Model Clause to be used after a dispute arises, 4.b)

Mandatory laws

French law: Article 3 of the French Civil Code: “Statutes relating to public policy and safety are binding on all those living on the territory. Immovables are governed by French law even when owned by aliens. Statutes relating to the status and capacity of persons govern French persons, even those residing in foreign countries.” EU: Article 21 of the 2008 “Rome I” Regulation on the Law Applicable to Contractual Obligations : “The application of a provision of the law of any country specified by this Regulation may be refused only if such application is manifestly incompatible with the public policy (ordre public) of the forum.”

OECD (Organisation for Economic Co-operation and Development): Convention on Combating Bribery of Foreign Public Officials in International Business Transactions of 17 December 1997 AU (African Union): Convention on Preventing and Combating Corruption of 11 July 2003

ICC: -ICC Rules on Combatting Corruption -ICC Antitrust Compliance Toolkit UN: -Global Compact: invites companies to respect the 10 principles covering three overarching themes (human rights law, environmental law, anticorruption law)

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Document 4 : F. Bortolotti, Drafting and Negotiating International Commercial Contracts : a Practical Guide (p.11-19, extracts)

In fact, one of the main difficulties for those who deal with international contracts, without having specific legal expertise in this field, is the lack of information about the rules and principles that govern cross-border contracts. Without the knowledge of a number of basic principles of international trade law, it is very difficult to understand what is going on when certain legal issues are raised and, consequently, to decide which actions should be taken. This is particularly true for traders, who can avoid a number of pitfalls if they have learned to understand some major issues in international contract law. A few examples can be helpful to support the above view.

Example 1-1 | Reacting to a claim brought before a foreign court Mr Francois Dubois, a French manufacturer of painted tiles, is notified by a Polish customer of a claim before the courts of Warsaw for defectiveness of the goods and pretended damages suffered by the purchaser. The exporter contacts a lawyer from the buyer’s country who advises him to defend himself before the court in the customer's country. In the course of the proceedings difficulties arise. The seller knows that the alleged defects are not his responsibility, but language and communication problems make it difficult to prove his case before the court. When the court decides against the seller and awards damages to the purchaser, Mr Dubois discovers that he could have objected to the jurisdiction of the Warsaw court and that he lost that possibility by defending himself before this court without raising the exception.

Comment: It is rather common that a local lawyer — not specialized in international trade law - — will not consider raising the question of a possible lack of jurisdiction of his country's courts. If Mr Dubois had known that under the EU jurisdiction rules (Regulation 44/2001, infra. § 5.2.1), one must in principle, claim before the defendant's courts and that exceptions to this principle are limited, he could have insisted on this point with the local lawyer, or could have requested the advice of an expert.

The above example shows how a better understanding of the basic principles of jurisdiction in the ED would have given the exporter a chance to avoid a wrong decision. Of course, the businessman will not be in a condition to verify (without the advice of a lawyer) if the jurisdiction of the foreign court can actually be avoided in the specific case, and whether this would be the most appropriate solution. But if he knows that this is a critical issue, he will be aware that the strategy proposed by the local lawyer should be verified by an expert.

Example 1-2 | Excluding the indemnity due to a foreign agent A foreign principal made clear, before appointing an agent in Germany, that he did not want to pay an indemnity when the contract terminated. The German agent convinced the principal to put a clause in the contract stating that German law would govern the relationship, and agreed at the same time in the contract that no compensation would be due in case of termination. The parties signed the contract on the assumption that no goodwill compensation would be due at contract termination. When the case was brought to arbitration, the arbitrator decided that, since German law was applicable, and since under German law the termination indemnity cannot be excluded contractually, the goodwill compensation was due. (ICC arbitration case No. 8161/95).1

!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!1 Published in ICA Bull., 2001, No. 1, 86-88.

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Comment: If the principal had been aware that one cannot exclude the application of mandatory rules of the law that governs the contract (infra, § 2.6.3.1), and that consequently the clause excluding the right to indemnity would be ineffective, he could have looked for a different solution or, if this were impossible, he could have considered the indemnity in the calculation of his costs when negotiating the contract.

This second example shows how important it is for those who negotiate cross-border deals to understand the basic principles of the law of international contracts. Of course, this knowledge will not be sufficient when looking for an alternative solution, for which the assistance of a specialized lawyer will be required. But here too, the businessman will be in a far better position if he has some general ideas about the possible alternatives (choice of another law, change of the economic balance (by, for instance, reducing the commission), although he will need to verify this with the assistance of an expert. It can therefore be concluded that it is essential, especially for the non-lawyer who negotiates international contracts, to understand, even if only in general terms, the basic legaljarinciples which apply in such a context. This will allow him to avoid clearly wrong decisions and will help him identify dubious situations where he will need to seek additional advice. (…)

1.2 INTERNATIONAL AND DOMESTIC CONTRACTS: MAIN DIFFERENCES

In the case of contracts between companies from the same country (domestic contracts) the rules governing the contract are those contained in the national law of the parties and the courts having jurisdiction in case of a dispute will be those of that country. But when the contract is ''international”, the situation becomes much more complicated. Which law will apply to the contract? The domestic law of one of the parties? The law of another country? International conventions? Trade usages? Transnational rules of law not belonging to a domestic legal system? Moreover, in case of a dispute, which court will have jurisdiction? The courts of the seat of the claimant? Or those of the defendant? Or an arbitral tribunal? These and other problems, which do not arise (or are less critical) in a domestic context, are typical of the issues which must be dealt with in cross-border contracts. While in domestic trade there is a clear legal framework applicable to the contract,- in international trade the rules to be applied will be different from case to case, according to the laws that have a connection to the specific case. Thus, the absence of a uniform and foreseeable legal framework makes the negotiation of international contracts considerably more complicated: when drafting a cross-border contract, a variety of alternatives must be taken into account which need not be considered within a purely domestic framework. Of course, the problem of dealing with these issues is not new; international trade has existed for centuries, and traders have always been obliged to deal with them, However, while in the past the problems had to be faced by a relatively small group of specialized undertakings involved in international trade, who had developed specific skills in the field, in recent times cross-border transactions have become the day-to-day business for a growing number of companies. This is particularly the case in the European Union, where goods and services circulate freely within a common market while the rules governing contracts are still contained in domestic laws that differ from country to country. This is why the law of international contracts has become more important, both for traders and their lawyers.

1.3 THE BASIC ISSUES: APPLICABLE LAW AND JURISDICTION As noted, the two main issues arising with respect to cross-border contracts are those regarding the applicable law and jurisdiction. These arise due to the absence of an adequate legal framework for cross-border transactions. While traders of the same country can make reference to the rules of their domestic law,

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known by both of them (or at least by their lawyers), and to a court system for resolving possible disputes they are familiar with, parties from different countries cannot count upon a common legal framework. There is at present no law of cross-border contracts placed above the domestic legal systems, to be applied when a contract is international, nor is there a common judicial system for international trade as an alternative to the domestic courts. All of this gives rise to an unsatisfactory situation, which the parties try to overcome through a number of devices that characterize the law of international contracts.

1.3.1 Applicable law

In principle, international contracts are governed by the domestic rules2 (national law) of one of the countries involved.3 ■ Such rules - normally intended to govern domestic relations - will often be

inappropriate for an international transaction: they normally reflect a “local” view of the relevant legal issues which does not necessarily correspond with the way the same problem is seen in the context of international commerce.

■ Moreover, the application of a national law - which will almost always be the law of the country of one of the parties - tends to create an unbalanced situation by giving one party the advantage of applying its own rules.

■ Finally, if the parties have not made an express choice of the applicable law in their contract, it may be difficult to foresee which law will actually apply, since the rules that determine which law is the proper law of the contract rarely provide clear and definite answers.

1.3.2 Jurisdiction In case of a dispute, the parties must in principle (unless they choose international arbitration) have recourse to the domestic courts of one of the countries involved and, if the judgment must be enforced in another country, they must obtain its recognition in that country. The courts will apply rules of procedure peculiar to their own country, which will often be surprising to a foreign party; the judges will all be nationals of the country of the court, and the only admissible language will be that of this country. All of this makes litigation more difficult and onerous, particularly for the party that needs to appear before a. foreign court; and if a party is able to bring the claim before its own courts, it will thereafter need to enforce the judgment before the courts of the other party’s country, which implies a double proceeding.

1.3.3 Conclusion The above problems would not exist if there were a special legal system for international contracts with uniform rules automatically applicable to all cross-border contracts and supra-national courts having jurisdiction over cross-border disputes and whose judgments would be effective all over the world. Although businesspeople at times wrongly assume that such a supra-national legal system exists (because they cannot believe that such a logical solution has not yet been put in place), this is unfortunately not the case. As discussed later, some important attempts have been made to overcome these problems, for example by creating uniform laws on certain international contracts,4 by facilitating the recognition and enforcement of foreign judgments5 and especially by favouring in various ways international arbitration? 6 In any case, the above efforts are not sufficient, and the fact remains that the present

!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!2!The possibility of applying a-national rules instead of domestic legal systems will be examined later: see § 2.8.!3!Normally, the law of one of the two parties; but also other legal systems may come into consideration, for example when the contract is to be performed in a third country or where the parties have chosen the law of a third country as the applicable law.!4 Such as, for instance, the Convention on the International Sale of Goods (Vienna 1980): infra, § 7.2.1. 5 Particularly in the European context, through the Brussels and Lugano Conventions and regulation No. 44/01: infra, § 5.2.1. 6 Infra, § 4.1.

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legal framework, based on a variety of diverging domestic systems of law, does not offer an adequate environment for international contracts, and consequently obliges traders (and their legal advisors) to look for solutions that can nevertheless provide a reasonable degree of certainty and predictability.

1.4 THE CENTRAL ROLE OF THE CONTRACT If business people engaged in international trade (and the lawyers assisting them) have been able to overcome, to a great extent, the difficulties described above, this is mainly because they have found a way to fill the gaps in the system through recourse to party autonomy, i.e., to the freedom to establish the rules governing their relations, a freedom recognized in most modern systems of law. In other words, in the absence of a uniform and foreseeable legal environment, parties tend to create such a framework by making an extensive use of their freedom of contract.

1.4.1 The various aspects of party autonomy (contractual freedom) Since the legal framework of international contracts is uncertain, parties will, as far as possible, work out contractual solutions that can increase certainty and predictability by choosing the applicable law, by determining in advance the way to solve possible disputes and by defining in detail in the contract their rights and obligations. The main aspects of party autonomy relevant for international contracts are the following: ■ the parties can choose the domestic law (or, in certain cases, a system of “a-national”

rules) governing their contract; ■ the parties can decide which institution (arbitral tribunal or state court) will deal with

possible disputes arising between them; ■ the parties can determine the specific contents (clauses) of their contracts and so

establish a set of rules appropriate to their needs. Through these means, the parties can overcome many of the obstacles arising from the absence of a uniform and global legal environment: they will try to submit the contract to a system of law acceptable to both of them; they will negotiate “neutral” solutions for solving possible disputes; they will work out contracts that reflect the standards used by business in the global market more than those typical of a specific country.

1.4.2 The parties’ contractual freedom is not unlimited However, the parties’ freedom of contract is not absolute. In all legal systems there are mandatory rules that limit the parties' autonomy in order to prevent the exercise of their contractual freedom from conflicting with other interests at stake. As discussed in detail later, a choice of law which would deprive a party of the protection granted by its domestic law may, under certain circumstances, be ineffective;7 8 9 10 or it may be that the jurisdiction of a given court cannot be lawfully excluded through the choice of other courts; or that certain contractual provisions agreed by the parties are not effective because they conflict with mandatory rules of the applicable law. Among the main issues one must consider when negotiating and drafting international contracts are precisely those regarding the use of party autonomy and its limits, which implies the need to: (1) identify the sphere within which party autonomy can be effectively exercised in the

specific case when choosing the applicable law or jurisdiction and when determining the contents of the contract, and

(2) identify the contractual solutions appropriate for the best protection of the interests of each party.

!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!See, infra, § 2.7 where the issues regarding the effectiveness of a possible choice of the applicable law will be examined in detail.

8 This issue is not dealt with exhaustively in this book (since it would require a study of all legal systems worldwide in order to check which mandatory rules limit the parties' autonomy). I will only indicate, with respect to a number of contracts frequently used in international trade, some typical trends in domestic laws which can interfere with the parties' autonomy: see Chapter 7.

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The first issue is concerned with the main points dealt with in this book, i.e„ the extent of the parties’ freedom: ■ to choose the applicable law (see Chapter 2); ■ to determine the jurisdiction of national courts or arbitration (see Chapters 3-5); and ■ to identify the various limits that parties encounter when determining the contents of

their contract.11 The second issue, i.e„ the identification of the most appropriate contractual solutions, which combines legal and "business" considerations, will be examined in the context of the various types of contracts (Chapter 7). (…)

1.6 MAIN ORGANIZATIONS ACTIVE IN INTERNATIONAL COMMERCIAL LAW

Before approaching the specific issues regarding the negotiation and drafting of cross- border contracts, it may be useful to conclude this introductory chapter by giving a short overview of some of the main institutions active in the field of international commercial law. Considering the subject matter of this book, I will concentrate on the organizations that play a significant role in establishing legal rules applicable to international contracts.

1.6.1 The United Nations Commission on International Trade Law (UNCITRAL) The United Nations Commission on International Trade Law (UNCITRAL) was established by the General Assembly of the United Nations in 1966. The Secretariat of UNCITRAL is in Vienna, Austria, www.uncitral.org. The main purpose of UNCITRAL is to reduce and remove obstacles to international trade resulting from disparities in national laws by furthering the progressive harmonization and unification of the law of international trade. UNCITRAL has played a substantial role in preparing the United Nations Convention on Contracts for the International Sale of Goods (Vienna 1980), the Convention on the Limitation Period in the International Sale of Goods (New York, 1974) and the United Nations Convention on the Carriage of Goods by Sea, 1978 (the “Hamburg Rules”). UNCITRAL has also been actively involved in the field of arbitration and conciliation. In 1976, it approved the UNCITRAL Arbitration Rules, a set of rules frequently used in the context of ad hoc arbitration. A new, revised version has been published in 2010. In 1980 UNCITRAL established a set of conciliation rules for parties wishing to settle their commercial disputes amicably. Another important achievement in this field is the UNCITRAL Model Law on International Commercial Arbitration, designed to assist states in reforming and modernizing their laws on arbitral procedure to take into account the particular features and needs of International commercial arbitration. The Model Law has been enacted into law by a large number of countries. UNCITRAL is also promoting the New York Convention of 1958 on the Recognition and Enforcement of Foreign Arbitral Awards. UNCITRAL’s other fields of activity include public procurement and /n/rastructure development, construction contracts, international payments, electronic commerce and cross-border insolvency. UNCITRAL has also established a system for collecting court decisions and arbitral awards relating to the conventions and model laws it has worked out thus facilitating the circulation of case law regarding international uniform rules.

1.6.2 The International Chamber of Commerce

The International Chamber of Commerce (www.iccwbo.org), founded in 1919, is the principal organization representing the interests of business worldwide. ICC plays an important role in establishing rules and standards for international trade. These rules, which have no binding force as such, have nevertheless become international standards due to their wide acceptance by the business world. They

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include, for example, the following: ■ Incoterms®2010, a set of international trade definitions (FOB, CIF, CCP etc.) which have become the standard in international trade, used all around the world;10 ■ The ICC Uniform Customs and Practice for Documentary Credit (UCP 600), the rules generally applied by banks dealing with documentary credits; ■ The ICC Force Majeure Clause 2003 and the ICC Hardship Clause 2003.

ICC has also drawn up and published several model contracts for use in international trade, some of which can be found in Chapter 8. ICC also offers dispute resolution services through the International Court of Arbitration (www.iccarbitration.org), the leading organization in the field of international commercial arbitration (see § 4.2.4).

1.6.3 The International Institute for the Unification of Private Law (UNIDROIT)

The International Institute for the Unification of Private Law (UNIDROIT) is an independent intergovernmental organization with its seat in Rome. Its purpose is to study needs and methods for modernizing, harmonizing and coordinating private and commercial law between states. UNIDROIT has drawn up several international conventions establishing uniform laws of great importance for the law of international contracts, for example: ■ The 1964 Hague conventions relating to a Uniform Law on Contracts for the International Sale of Goods and their formation. These two conventions have been the basis for the United Nations Convention on the International Sales of Goods, which has replaced them. ■ The 1988 UNIDROIT Convention on International Financial Leasing (Ottawa). ■ The 1988 UNIDROIT Convention on International Factoring (Ottawa). A very important achievement of UNIDROIT is the set of Principles on International Commercial Contracts (UNIDROIT Principles), a “restatement" of the law on contracts, which is becoming a powerful instrument for the development of international commercial law, as we will see hereafter (infra, § 2.8.2).

1.6.4 The Hague Conference on Private International Law

The Hague Conference on Private International Law is an intergovernmental organization the purpose of which is to work for the progressive unification of the rules of private international law. Its principal activity is to draft multilateral conventions in the different fields of private international law. The Hague Conference has adopted several conventions in the field of private international law. Among those of particular interest for international contracts, the following should be mentioned: ■ The Convention of June 1955 on the Law Applicable to International Sales of Goods; ■ The Convention of 14 March 1978 on the Law Applicable to Agency; ■ The Convention of 15 November 1965 on the Service Abroad of Judicial and Extrajudicial Documents in Civil and Commercial Matters. On June 30, 2005, the Hague Conference adopted the Convention on Choice of Court Agreements, which, if ratified by a great number of countries, is likely to become an instrument of substantial importance for facilitating international trade. The aim of the convention (which will be examined in more detail in § 5.2.3) is to make exclusive choice of forum agreements as effective as possible and to warrant recognition and enforcement of judgments made by the courts agreed upon by the parties. Although the convention's scope of application is more limited than that of other conventions dealing with the recognition of foreign judgments (which conventions normally also cover the recognition of judgments in the absence of a forum selection clause), it will nevertheless fill a major

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gap in international trade law by facilitating the “circulation of judgments” among different countries. The Hague Conference is at present working on a set of principles on the choice of law in international contracts,12 which could become a very useful tool, especially in the context of arbitration.

1.6.5 Other organizations

Finally, there are other organizations less involved in establishing rules governing international contracts, though some of them may be more important in their scope than those examined above.

1.6.5.1 The World Trade Organization (WTO) The World Trade Organization (WTO), established in Geneva (www.wto.org), administers the WTO trade agreements. The main agreement reached under the WTO regarding international contracts is the Agreement on Trade-Related Aspects of Intellectual Property Rights TRIPS, which establishes minimum levels of protection that each government has to accord the intellectual property of fellow WTO members.

1.6.5.2 The World Intellectual Property Organization (WIPO) The World Intellectual Property Organization (WIPO), with headquarters in Geneva (www wipo.int), is a specialized agency of the United Nations dedicated to promoting the use and protection of intellectual property rights. It administers the principal international conventions on intellectual property.

1.6.5.3 The United Nations Conference on Trade and Development (UNCTAD) The United Nations Conference on Trade and Development (UNCTAD) promotes the development-friendly integration of developing countries into the world economy in the fields of investment, finance, technology, enterprise development and sustainable development.

1.6.5.4 The International Trade Centre (ITC) The International Trade Centre (ITC), Geneva, (www.intracen.org) is the technical cooperation agency of the United Nations Conference on Trade and Development (UNCTAD) and the World Trade Organization (WTO) for operational, enterprise-oriented aspects of trade development. ITC has drafted a model contract for the international commercial sale of perishable goods and a contractual joint venture model agreement.

!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!12 See "Consolidated version of preparatory work leading to the draft Hague Principles on the Choice of Law in Internati

Contracts”, preliminary document No. 1 of November 2012 drawn up by the Permanent Bureau of the Hague Confere

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Document 4 : Example of a Company’s model « Partner Program Agreement »

Partner Program Agreement

[Direct Reseller Model]

between

[COMPANY]

and

<@@ Partner Name>

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CONTENTS

1. GLOSSARY ..................................................................................................................................................... 15 2. SCOPE .............................................................................................................................................................. 15 3. SALES TERRITORY AND MARKET SEGMENTS ..................................................................................... 15 4. APPOINTMENT .............................................................................................................................................. 16 5. [COMPANY] CONTRACTING PARTIES ..................................................................................................... 16 6. PARTNER CONTRACTING PARTIES ......................................................................................................... 16 7. ASSIGNMENT AND SUBCONTRACTING ................................................................................................. 16 8. RELATIONSHIP OF PARTIES ...................................................................................................................... 16 9. NO HIRING ..................................................................................................................................................... 17 10. BUSINESS ETHICS AND COMPLIANCE MATTERS ................................................................................ 17 11. TRADEMARKS AND LABELLING .............................................................................................................. 18 12. [COMPANY] SOFTWARE LICENCE AND DOCUMENTATION ............................................................. 19 13. [COMPANY] PRODUCT AND PROFESSIONAL SERVICES PRICING ................................................... 20 13.1. PRICING & DISCOUNT TERMS ................................................................................................................... 20 13.2. CURRENCY .................................................................................................................................................... 20 13.3. PRICE ADJUSTMENTS ................................................................................................................................. 20 14. CREDIT LIMIT ................................................................................................................................................ 21 15. ORDERING PROCEDURE ............................................................................................................................. 21 15.1. PLACEMENT OF PURCHASE ORDERS ..................................................................................................... 21 15.2. ACCEPTANCE OF PURCHASE ORDERS ................................................................................................... 22 15.3. MODIFICATION OR CANCELLATION OF PURCHASE ORDERS .......................................................... 22 15.4. PURCHASE ORDER EFFECTIVE DATE ..................................................................................................... 22 16. PAYMENT AND INVOICING TERMS ......................................................................................................... 22 17. DELIVERY PROCEDURE ............................................................................................................................. 23 17.1. DELIVERY TERMS ........................................................................................................................................ 23 17.2. INSPECTION OF DELIVERIES ..................................................................................................................... 24 17.3. TESTING OF DELIVERIES ........................................................................................................................... 24 17.4. TITLE ............................................................................................................................................................... 24 18. STANDARD WARRANTY ............................................................................................................................ 25 19. REGULATORY APPROVALS ....................................................................................................................... 26 20. ENVIRONMENTAL PROVISIONS ............................................................................................................... 26 21. IMPORT AND EXPORT PERMITS ............................................................................................................... 26 22. LIABILITY ...................................................................................................................................................... 27 23. CONFIDENTIALITY ...................................................................................................................................... 28 24. INTELLECTUAL PROPERTY RIGHTS ........................................................................................................ 28 24.1. USE OF CONFIDENTIAL INFORMATION AND IPR OWNERSHIP ........................................................ 28 24.2. INDEMNIFICATION ...................................................................................................................................... 28 25. NOTICES AND COMMUNICATION ............................................................................................................ 29 26. FORCE MAJEURE .......................................................................................................................................... 29 27. TERM AND TERMINATION ......................................................................................................................... 30 27.1. GENERAL ........................................................................................................................................................ 30 27.2. TERMINATION FOR DEFAULT .................................................................................................................. 30 27.3. TERMINATION FOR INCONSISTENCY OF INTEREST ........................................................................... 30 27.4. EFFECTS OF TERMINATION ....................................................................................................................... 30 27.5. SURVIVAL ...................................................................................................................................................... 31 28. SEVERABILITY .............................................................................................................................................. 31

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29. AMENDMENTS .............................................................................................................................................. 31 30. MISCELLANEOUS PROVISIONS ................................................................................................................ 31 31. SETTLEMENT OF DISPUTES ....................................................................................................................... 31 32. APPLICABLE LAW ........................................................................................................................................ 31 33. ENTIRE AGREEMENT .................................................................................................................................. 32 EXHIBIT 1 SALES TERRITORY & MARKET SEGMENTS ................................................................................. 33 1. PERIMETER .................................................................................................................................................... 33 2. END-CUSTOMER EXCLUSION LIST .......................................................................................................... 33 EXHIBIT 2 END-USER SOFTWARE LICENCE AGREEMENT ........................................................................... 34 1. GENERAL TERMS ......................................................................................................................................... 34 2. RESTRICTIONS OF USE OF [COMPANY] PRODUCTS ............................................................................ 34 3. SOFTWARE LICENCE TERMS AND CONDITIONS ................................................................................. 34 EXHIBIT 3 CONTACT MATRIX ............................................................................................................................. 36 1. GENERAL ........................................................................................................................................................ 36 2. PARTNER SALES MANAGER ...................................................................................................................... 36 3. STEERING COMMITTEE .............................................................................................................................. 36 4. PURCHASE ORDER AND BILLING ............................................................................................................ 36 5. MAINTENANCE SERVICES SUPPORT ...................................................................................................... 36 6. CERTIFICATION TRAINING & ACCREDITATION SERVICES SUPPORT ............................................ 37 EXHIBIT 4 GLOSSARY OF TERMS ....................................................................................................................... 38 1. DEFINITIONS ................................................................................................................................................. 38

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THIS PARTNER PROGRAM AGREEMENT (THE “AGREEMENT”) IS MADE THE <@@ DD> of <@@ MM YY> BETWEEN: <@@ [COMPANY] >, with its registered office at <@@ full address>; (hereinafter referred to as "[COMPANY]"), <@@ PARTNER NAME>, with its registered office at <@@ full address>; (hereinafter referred to as "Partner"), [COMPANY] and the Partner are hereinafter individually referred to as a "Party" and collectively referred to as "Parties". The Parties agree to cooperate based on the following terms and conditions: 1. GLOSSARY

For the purpose of the Agreement and whenever they appear in the context of the Agreement, the capitalised terms and acronyms shall have the meanings as defined in Exhibit 4.

2. SCOPE a. The purpose of this Agreement is to define the terms and conditions pursuant to which [COMPANY] and

the Partner will co-operate - in the frame of [COMPANY]’s Global Partner Program - to establish a Partner Program Relationship enabling the Partner to market and sell [COMPANY] Products/Solutions and Services to End-Customers under a direct reseller business model.

b. [COMPANY]’s Global Partner Program is a standardized framework of cooperation between [COMPANY] and its channel partners. The Partner Program Rules published on the Partner Portal describes the main rules of the Global Partner Program including but not limited to Accreditation Requirements, accreditation level descriptions, marketing rules, rules of sales planning and forecasting and other practical aspects of the cooperation between [COMPANY] and its partners. By signing this Agreement the Partner agrees to follow these rules of the Global Partner Program in order to benefit out of the benefits of the Program such as, but not limited to, discount structures foreseen in the Pricing Rules, [COMPANY] technical support etc..

c. The Parties agree that the Partner shall act under this Agreement as a direct reseller only which means that Partner shall market and sell [COMPANY] Products/Solutions and/or Services only to these End-Customers that are planning to buy and/or buying [COMPANY] Products/Solutions and/or Services for their own use or providing telecommunication and/or data services to its End-Customers and not with an intention to further resell it to a Third Party. For the avoidance of doubt the Parties hereby confirm that the Partner shall not establish any further resellers, distributors, dealers, agents etc. for the purpose of marketing and selling [COMPANY] Products/Solutions and/or Services. Any breach of this Article 2.c by Partner shall be considered to be a material breach of the Agreement.

d. Notwithstanding the foregoing, the provisions of Article 2.c above shall not apply to an occasional sell to Contracting & Engineering Companies that resell [COMPANY] Products/Solutions and/or Services as a part of much bigger projects assuming such sell is executed on a per project basis and is not executed as a part of a long term reselling program. In case of any doubt, the provisions of Article 2.c above shall apply unless a written waiver is obtained by Partner from [COMPANY].

3. SALES TERRITORY AND MARKET SEGMENTS a. The Partner agrees not to exercise any of the rights granted in this Agreement for any End-Customer outside

the Sales Territory and Market Segments as further specified in Exhibit 1, including companies which are subsidiaries or branches of End-Customers located in the Sales Territory.

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b. Notwithstanding the foregoing, in the event that opportunities arise outside the current Sales Territory and/or Market Segment, the Parties may discuss such prospect(s) and mutually agree in writing to pursue the opportunity prior to any engagement by the Partner.

c. However, nothing herein contained shall restrict the Partner from making Passive Sales in member states of a Free Trade Area that incorporates the Sales Territory in which allowing for a Passive Sales is mandatory.

d. The Partner is not authorized by this Agreement to sell [COMPANY] Products/Solutions and/or Services directly or indirectly to the United States Government or its agencies whether or not located in the Sales Territory.

4. APPOINTMENT a. As of the Effective Date and subject to the provisions of this Agreement, [COMPANY] appoints the Partner

as a non-exclusive reseller authorized to market and resell the Products/Solutions and Professional Services and sublicense the Software to End-Customers in the Sales Territory and Market Segments, and also the right to use data and know-how made available to the Partner by [COMPANY] for purposes properly associated with such distribution.

b. Nothing contained herein shall be deemed to restrict [COMPANY]'s rights to supply the Products/Solutions, Services directly to End-Customers in the Sales Territory and Market Segments nor to provide technical support to the Products/Solutions in any way in the Sales Territory and Market Segments, nor to appoint other Third Parties within the Sales Territory and Market Segments as partners or other type of resellers.

5. [COMPANY] CONTRACTING PARTIES [COMPANY] shall be entitled - upon prior notification to the Partner - to assign and/or subcontract and/or otherwise transfer its rights and obligations under this Agreement and/or any subsequent Product Purchase Order and/or Maintenance Purchase Order, in whole or in part, to any [COMPANY] Affiliate.

6. PARTNER CONTRACTING PARTIES a. Upon prior screening by [COMPANY] and at its sole discretion, [COMPANY] may agree to sell/sublicense

[COMPANY] Products/Solutions and/or Professional Services to Partner’s Affiliates. The Partner’s Affiliate may order Products/Solutions and/or Professional Services only upon signing by all parties to it of an Adoption Agreement.

b. Upon signing of the Adoption Agreement the Partner’s Affiliate shall adhere to all conditions and all obligations of the Partner described in the Agreement or in any of the Purchase Orders issued by this Partner’s Affiliate unless the text of the Agreement or the text of the Adoption Agreement clearly provides otherwise. The Partner shall remain jointly and severally liable for all obligations of the Partner’s Affiliate under the Agreement, the Adoption Agreement and any relevant Purchase Order.

a. Such Adoption Agreement may amend provisions of this Agreement by establishing specific conditions that will apply to the particular Partner’s Affiliate and all its Purchase Orders. [COMPANY]’s agreement in the Adoption Agreement to amend conditions of the Agreement in respect to a particular Partner’s Affiliate shall not be understood and construed as a promise or agreement to apply similar terms to the Partner or any other of its existing or future Affiliates.

7. ASSIGNMENT AND SUBCONTRACTING Save as provided for in Articles 5 and 6, the Parties shall not be entitled to assign, to subcontract or otherwise transfer its rights and obligations under this Agreement and any subsequent Purchase Order, in whole or in part, to a Third Party without the prior written agreement from the other Party, such agreement not to be unreasonably withheld. Any purported assignment of rights or transfer of obligations in violation of this Article is void.

8. RELATIONSHIP OF PARTIES Either Party hereby declares and represents that they are engaged in an independent business and perform their obligations under this Agreement as independent contractors. It is understood that Partner shall buy and resell the [COMPANY] Products/Solutions and/or Professional Services in its own name and for its own account and that neither Party hereto shall be constituted as an agent or representative of the other nor shall have the power to assume or create any obligation or responsibility on behalf of or in the name of the other Party or to bind the other Party in any manner. For the avoidance of doubt, the Parties are not engaging in any joint or cooperative venture or in any partnership arrangement.

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9. NO HIRING a. The Parties agree that for the duration of the Agreement, including extensions or modifications thereto, and

for an additional one (1) year after expiration or termination thereof (or such shorter period as required by local law), neither Party will actively recruit, or solicit permanent employees of the other Party who are on active payroll status and are currently participating in a Partner Program Relationship, without the prior written consent of the Party whose employee is being considered for employment.

b. The Parties hereby irrevocably agree that in the event of breach of Article 9.a above, the infringing Party shall pay to the other Party compensation equal to one year's salary, including related social security charges, of the employee(s) concerned. The Parties agree that the compensation payable pursuant to this paragraph is payable by way of liquidated damages and is a genuine pre-estimate of the loss likely to be suffered by the injured Party as a consequence of a breach of this Article 9.

10. BUSINESS ETHICS AND COMPLIANCE MATTERS a. Partner acknowledges to be fully acquainted with the Electronic Industry Code of Conduct (as updated from

time to time and available at http://www.[COMPANY].com) and undertakes to apply the principles set out therein with respect to the performance of this Agreement, in particular with reference to non-discrimination of employees, combating bribery of domestic and foreign public officials, combating commercial bribery, protection of international human rights, environmental responsibility and conflict of interest. Partner recognizes that violation of such principles will be considered as a material breach of the Agreement.

b. In addition, the following compliance matters shall apply: (i) Partner warrants that it as well as its directors, officers, employees and shareholders, in the Sales

Territory and other countries, have not been convicted of or pleaded guilty to an offence involving fraud, corruption or money-laundering and that is not now listed by any government authorities as debarred, suspended or otherwise ineligible for government procurement programs. Furthermore, Partner shall immediately inform [COMPANY] of any conviction, or investigation proceedings initiated against, of any of its directors, officers, employees and shareholders.

(ii) Partner shall not offer, promise or give any undue pecuniary or other advantage to any public official for any purpose which may contravene any prevailing laws, including but not limited to those of the Sales Territory and such laws and regulations as may be enacted pursuant to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or the United Nations Convention against Corruption.

(iii) The Partner shall deliver to [COMPANY] as soon as available, and in any case within one hundred and eighty (180) calendar days of the end of each fiscal year, its balance sheets as at the close of that fiscal year and its income statements for that fiscal year, prepared in accordance with generally accepted principles of good accounting practice, applied on a basis consistent with that used in preparing its audited financial statements for prior years, certified by a firm of independent accounts of international standing.

(iv) Upon reasonable notice, [COMPANY] shall be given access to and have the right to audit, or to appoint an independent auditor to audit during Business Hours, Partner's files, books and records, policies, internal controls, licensing records, and trainings, to the extent they pertain to the performance of the Parties’ obligations under this Agreement, including but not limited to this Article 10, notwithstanding the termination or expiry date of this Agreement. Partner undertakes to retain all corresponding records for the later date of either five (5) years after the termination or expiry date of this Agreement, or the minimum period as required by the prevailing laws or regulations in the country of incorporation of Partner.

(v) Partner acknowledges that exports and re-exports of [COMPANY] Products/Solutions and Documentation, or the provision of Professional Services under this Agreement may be subject to the export regulations of France, the United States and other countries. Partner agrees not to export or re-export such [COMPANY] Products/Solutions and Documentation, or to provide Professional Services under this Agreement unless the proper export authorizations have been obtained from applicable export regulatory agencies as further stipulated in Article 21.

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(vi) Partner shall operate in a sustainable manner that protects the environment and the health and safety of it employees, contractors, customers and the communities where it conducts business and shall ensure that their employees or contractors engaged in field activities associated with Products and/or Services comply with the prevailing laws, including those on labour and immigration. Partner shall ensure that installation, commissioning and maintenance work is risk assessed, risk mitigation undertaken where possible, and that only trained competent persons are used to undertake the work. Safe systems of work shall be used and adequate supervision undertaken to minimise the risks of accidents. Safety performance shall be included in the Partner Program Relationship review.

c. In the event [COMPANY] reasonably believes that a breach of any of the representations and warranties in this Article 10 has occurred or may occur, and provided that [COMPANY] gives to Partner prior written notification explanatory of such belief, [COMPANY] may withhold further delivery to Partner. In case Partner fails to deliver - within fifteen (15) Business Days from the date of the receipt of the notification - a confirmation to the satisfaction of [COMPANY] that no breach has occurred or will occur, [COMPANY] shall be authorized to terminate the Agreement with the Partner. [COMPANY] shall not be liable to the Partner for any claim, losses or damages whatsoever related to its decision to withhold delivery under this provision.

d. Any proven violation of any of the principles indicated or referred to in this Article 10 will be considered as a material breach of the Agreement, allowing [COMPANY] to terminate the Agreement with Partner with immediate effect, without [COMPANY] incurring any liabilities in respect of such termination and without prejudice to any remedies [COMPANY] may have in law or in contract in respect of such breach.

e. Within two (2) months after the signature of the Agreement, Partner’s Partner Sales Manager, marketing, sales and pre-sales staff, who are engaged in the Partner Program Relationship, shall successfully complete [COMPANY]’s “Business Ethics & Compliance Course” that is available at no cost to the Partner. Partner accepts that this training module is a required and integral part of the Certification and Accreditation Program.

f. In case [COMPANY] incurs any costs and/or damages due to the violation by the Partner of the business ethics referred to in this Article 10, the Partner undertakes to fully indemnify [COMPANY] for such costs and damages incurred.

11. TRADEMARKS AND LABELLING a. The Parties are authorized to use each other's Trademarks for the sale and/or promotion of the

Products/Solutions, in accordance with the terms and conditions of the Agreement. Such an authorization - which is non-exclusive and non-transferable - does not give any right to the other Party with respect to the Trademarks, but grants solely the possibility to use the Trademarks for the purpose of this Agreement.

b. Unless otherwise agreed upon by the Parties in writing, the Partner shall mark and distribute the Products/Solutions - under the name and style provided by [COMPANY] - and shall not remove, alter or cover up such [COMPANY] labels and other identification as there may be on the Products including but not limited to any Trademarks, patent numbers, labels, serial numbers or the like affixed to any Product, related materials or packaging.

c. The Partner recognises that the Trademarks used on or in association with the [COMPANY] Products/Solutions are the property of [COMPANY], and Partner shall take all necessary and reasonably expected steps to ensure that the property in the Trademarks shall vest in and remain vested in [COMPANY]. Partner also owns and uses its own Trademarks, and [COMPANY] shall take all necessary steps and reasonably expected to ensure that any Partner's Trademark used by [COMPANY] remain vested in the Partner.

d. The Partner shall ensure that any documents received from [COMPANY] or parts thereof, [COMPANY] Trademarks or other information provided by [COMPANY] and included into a document by the Partner such as, but not limited to, catalogues, price lists or any publication issued by the Partner, shall be marked as [COMPANY] proprietary.

e. Without prejudice to Article 11.b above, the Partner will from time to time advise [COMPANY] of its advertising and promotional programs related to [COMPANY] and provide copies of publicity material. Should [COMPANY] disapprove of any particular style, material or activity, the Partner agrees to respect [COMPANY]’s aspirations and adopt a version acceptable to [COMPANY].

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12. [COMPANY] SOFTWARE LICENCE AND DOCUMENTATION a. The provisions of this Article 12 shall constitute the terms between the Parties for the supply of Software

and associated Documentation by [COMPANY] to the Partner and from the Partner to the End-Customer. By installing and/or distributing the Software, the Partner confirms the acceptance of the Software and agrees to the terms of this Article 12. In no event shall the purchase by the Partner of a Software licence from [COMPANY] be deemed a sale, a sale of a copy of a program, a lease, a rental or a loan by [COMPANY] to Partner or End-Customer.

b. [COMPANY] grants to the Partner, for the term of this Agreement and subject to the payment of all applicable royalties or licence fees, a non-exclusive, personal and non-transferable licence to sub-license (but not use, unless explicitly provided under Article 12.d below) the usage of the [COMPANY] Software, in object code form only, either as embedded in a Hardware Contractual Product or as provided on a standalone basis to End-Customer, and any associated Documentation, and only for such End-Customer’s internal use according to the End-User Software Licence Agreement as set out in Exhibit 2 to this Agreement.

c. Partner shall establish with each End-Customer a written End-User Software Licence Agreement - as part of the applicable purchasing agreement, sales contract, frame agreement or any other sales agreement - containing at least the terms and conditions as outlined in the End-User Software Licence Agreement as set out in Exhibit 2, and not containing any terms or conditions less protective of [COMPANY]’s and its Third Party licensors’ interests. Partner shall advise each End-Customer that no sub-licence of Software or Documentation will be effective until such End-User Software Licence Agreement has been established.

d. [COMPANY] grants to the Partner the non-exclusive, personal and non-transferable licence to: (i) Use the Software and associated Documentation distributed to a End-Customer for the sole purpose

of performing the configuration, installation and maintenance of such Software at the End-Customer’s premises, and provided such End-Customer authorizes Partner to that end; and

(ii) Use the Software provided as Lab System and associated Documentation for the sole purpose of performing tests or demos at the Partner’s or End-Customer’s premises, it being understood that in no event shall such Software be used for production or sub-licensed or distributed.

e. Upon request of [COMPANY], the Partner shall provide and shall oblige End-Customer, as the case may be, to provide evidence of having established with each End-Customer an End-User Software Licence Agreement as provided above. In case of any breach of an End-User Software Licence Agreement by a End-Customer, Partner shall notify [COMPANY] thereof, and shall either: (i) Make best efforts to enforce compliance by the concerned End-Customer with the End-User

Software Licence Agreement (including in the case of un-remedied breach termination of the End-User Software Licence Agreement, requesting the return of the Software and Documentation and/or seeking of damages, as applicable); or

(ii) Authorize [COMPANY] to enforce the End-User Software Licence Agreement against such End-Customer. In such case, Partner shall provide reasonable assistance to [COMPANY].

f. Unless [COMPANY] has provided the necessary Licence Keys directly to the End-Customer or End-User and notified the Partner thereof, the Partner shall maintain full, accurate and detailed records regarding the distribution of [COMPANY] Software to its End-Customers and shall permit [COMPANY] to examine such records during Business Hours upon reasonable prior notice as mentioned in Article 10.b. In addition, to enable [COMPANY] to determine the number of users (or any other relevant unit applied such as e.g. node, port, processor, seat, active subscriber, etc.), the Partner shall permit and shall contractually oblige the End-Customer and/or End-User, as the case may be, to permit [COMPANY] to have access to the appropriate End-Customer’s systems and tools with sufficient privileges as reasonably required by [COMPANY].

g. If Partner and/or End-Customer discontinues the use of any Product, then Partner shall deliver to [COMPANY], or certify to [COMPANY] the destruction of, all [COMPANY] Software and/or Documentation superseded or discontinued as a result thereof. For the avoidance of doubt, this obligation shall not affect any Products that have already been provided to a End-Customer or End-User.

h. Notwithstanding the availability of other remedies provided in this Agreement, in the event of a breach of this Article 12 by the Partner, [COMPANY] reserves the right upon notice to the Partner to: (i) Require the immediate return of all [COMPANY] Software and copies thereof - that reside with the

Partner - and all [COMPANY] Documentation for which Partner is in breach of its rights set out herein or has not paid the applicable Software fee.

(ii) Terminate the right to further sublicense [COMPANY] Software and Documentation granted to Partner hereunder.

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i. In the case described in Article 2.d where the End-Customer in not the End-User, the licence between the Partner and the End-Customer shall be modified to allow for sub-licensing between the End-Customer and the End-User. In such case the conditions of the licence between [COMPANY] and the Partner will apply mutatis mutandis to the conditions of the licence between the Partner and the End-Customer and conditions of the licence between the Partner and the End-Customer will apply mutatis mutandis to the conditions of the licence between the End-Customer and the End-User.

j. As between [COMPANY] and Partner, Software and Documentation shall be treated as Confidential Information protected under Article 23.

13. [COMPANY] PRODUCT AND PROFESSIONAL SERVICES PRICING 13.1. Pricing & discount terms a. [COMPANY] shall sell the Released Products/Solutions and render the Professional Services to Partner at

the Partner Purchase Price that is established on the basis of the Partner Product Price List in accordance to the Pricing Rules or in accordance with the relevant Quotation, if such Quotation has been submitted by [COMPANY] to the Partner in respect to the particular transaction.

b. The Parties confirm that [COMPANY]’s Products & Maintenance pricing architecture and any part of it such as but not limited to Product Price Lists, Pricing Rules and Quotations etc. is considered Confidential Information.

c. The Partner Purchase Price shall not include, and Partner shall reimburse [COMPANY] for: (i) Any and all taxes assessed against or payable by [COMPANY] except for taxes imposed on

[COMPANY]'s net income in accordance with the legislation of country of [COMPANY]'s incorporation. For the avoidance of doubt, all prices do not include sales tax, value added taxes ("VAT"), or any similar tax levied on the supply of goods or services. Sales tax, VAT and any similar tax shall be borne by the Partner additionally and billed to the Partner as a separate item and shall be paid by the Partner to [COMPANY] or to the competent tax authority if so required by local law, unless a valid tax exemption certificate is furnished by the Partner to [COMPANY].

(ii) Any environmental fee (e.g. waste recycling fee) that may be imposed by local authorities. (iii) Any and all costs or charges for any other non-quoted costs or charges relating to the delivery of

any [COMPANY] Product or performance of any [COMPANY] Services in a specific manner requested by the Partner in writing.

d. The Partner Purchase Price shall be the net amount due to be received by [COMPANY] from Partner, free and clear from any deductions, withholdings, sales taxes, VAT, and other similar duties and charges which may be imposed by any competent governmental or other administrative body. If any payment made by the Partner is subject to any deductions, withholdings, sales taxes, VAT, or other similar duties or charges, the Partner agrees to increase the amount of any payment or pay such additional amount as is necessary to ensure that [COMPANY] receives the same amount it would have received if there had been no such deduction, withholding, or other similar duty or charge. If a Double Tax Avoidance Agreement exists between the country of the Partner and the country of [COMPANY], then the Parties agree to make use of the preliminary exemption in accordance with the Double Tax Avoidance Agreement benefits and not through the return of the withholding tax.

13.2. Currency The [COMPANY] Contractual Product/Solutions are quoted and are to be paid for in the currency as stated in the Products & Maintenance Services Catalogue.

13.3. Price adjustments a. [COMPANY] reserves the right to periodically modify or adjust its Partner Product Price List and Pricing

Rules and the applicable exchange rate between the Euro and USD which will come into effect with the next release of the Products & Maintenance Services Catalogue and/or next release of the Pricing Rules; however taking the exceptions of Article 13.3.b below into account. In case the Partner provides an offer to its End-Customers with a validity exceeding a period of more than two (2) months, the Partner shall seek [COMPANY]’s written acceptance prior to the submission of the offer.

b. Price changes will however not apply to: (i) Purchase Orders issued by the Partner and accepted by [COMPANY] prior to the price changes

mentioned in the valid Products & Maintenance Services Catalogue release and provided that the delivery of Products and/or rendering of Professional Services is not unreasonably delayed at the Partner’s request.

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(ii) Standard offers submitted by the Partner to its End-Customers prior to the price changes mentioned in the valid Products & Maintenance Services Catalogue release and provided that the validity of such offers is not longer than two (2) months.

(iii) Firm and binding offers submitted by the Partner to its End-Customers before [COMPANY]’s price update, for which the validity period is more than two (2) months, if such offers/quotations are confirmed in writing by [COMPANY] prior to its submission to the End-Customer.

(iv) Maintenance Services prior to the expiry of the Maintenance Term. 14. CREDIT LIMIT a. The Partner will be granted by [COMPANY] a Maximum Credit that will be notified to the Partner in

writing. The initial Maximum Credit will be notified promptly upon signing of this Agreement. b. To avoid that [COMPANY]’s order management system prevents the processing of a Purchase Order,

Partner shall ensure that under any circumstances its Actual Credit does not exceed the Maximum Credit before accepting any new order from its End-Customers. In the event that the Actual Credit exceeds the Maximum Credit, [COMPANY] shall have the right to: (i) Suspend the deliveries related to current Purchase Orders for Products, Professional Services and

Certification Training Purchase Orders. (ii) Postpone the execution of the current Services performed by [COMPANY]. (iii) Decline any further Purchase Order for Products, Professional Services and Training related to the

[COMPANY] Products/Solutions and/or Professional Services ordered. (iv) Require other payment terms as mentioned in Article 14.d below in order to maintain the Actual

Credit under the limit of the Maximum Credit. [COMPANY] shall not be liable to the Partner for any delay, claim, losses or damages whatsoever related to its decision to withhold delivery under this provision.

c. The amount of the Maximum Credit may be subject to modification (increased, suspended or decreased) by [COMPANY] at [COMPANY]’s sole discretion to the extent such modification is necessary to reflect the substantial change in the actual volume of business between [COMPANY] and/or to reflect changes in the financial condition of the Partner (and its Affiliates or shareholders) and/or to reflect any material change in the political or economic situation affecting execution of the Agreement.

d. In the event of occurrences as mentioned in Article 14.b and Article 14.c above, [COMPANY] may - at its discretion - require other payment terms including but not limited to advance payment, payment pursuant to a confirmed and irrevocable letter of credit, bank guarantee or any other security interest. The terms and conditions of the alternative payment methods shall be agreed upon between the Parties in writing. All bank or other charges incurred by applying such payment terms (including financing facilities) shall be borne by the Partner, except for letter of credit confirmation fees that shall be paid by [COMPANY].

15. ORDERING PROCEDURE 15.1. Placement of Purchase Orders a. Partner shall order Products, Professional Services and Certification Training from [COMPANY] by

submitting a Purchase Order - either electronically or via traditional manual methods as mutually agreed upon by the Parties - to [COMPANY] at the address mentioned in Exhibit 3.

b. The Partner Purchase Order shall contain the following information (as the context requires): (i) Purchase Order number, purchase date, sold-to address, bill-to address, ship-to address, unit/total

Partner Purchase Price and signature by a duly authorized representative from Partner’s purchasing department.

(ii) The full company name and details of the Partner or Partners’ Affiliate. (iii) The ultimate company name and address of the End-Customer for whom the ordered goods are

supplied or to whom the ordered services are rendered. In case the End-User is different from the End-Customer as described in Article 2.d, also the company name and address of the End-User.

(iv) The quantity, Part number and short description of the [COMPANY] Products/Solutions and the unit/total Partner Product Purchase Price.

(v) The applicable Incoterms 2010 as per available options listed in Article 17.1 and shipping instructions (all in accordance with the terms of the Agreement or as explicitly agreed upon by the Parties in writing) and a contact person (name, telephone number and email address).

(vi) The Maintenance Support Package, Maintenance Service Level and Maintenance Term for the Maintained Products/Solutions.

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(vii) The specification or description for any other Professional Service or Services ordered and the unit/total Services Purchase Price.

(viii) Reference to the Agreement. c. With respect to Maintenance Services, the Partner shall place a Maintenance Purchase Order to cover the

entire Maintenance Term. Together with the Purchase Order, the Partner shall provide details about the Installed Base for the requested Maintenance Services - in a form and manner made available by [COMPANY] - to allow [COMPANY] to perform proper anticipation, capacity planning and supply chain management for the Maintenance and Repair Services.

d. The terms and conditions of this Agreement shall be the sole and exclusive terms and conditions governing the sale and delivery of the [COMPANY] Products/Solutions and/or Professional Services, whether or not this is stated on the Purchase Order. No term or condition - including any pre-printed terms and conditions - on any Purchase Order or other commercial document from the Partner and/or [COMPANY] which conflicts with the terms and conditions of this Agreement shall be of any force or effect. Any modification to the terms of this Agreement contained in a Purchase Order shall not be effective unless agreed by the Parties in writing.

15.2. Acceptance of Purchase Orders Unless otherwise explicitly notified - within five (5) Business Days from the receipt of the Purchase Order - by [COMPANY] to the Partner in writing, the issue of the Purchase Order by the Partner shall be deemed accepted by [COMPANY]. However, deemed acceptance shall not apply in case: (i) The Actual Credit - including the issued Purchase Order to be accepted by [COMPANY] - exceeds

the Maximum Credit as described in Article 14; or (ii) The Purchase Order includes conditions which deviate from the standard terms and conditions of

this Agreement; or (iii) Any deviation of an issued Purchase Order in the situation described in Article 15.3.a below.

15.3. Modification or cancellation of Purchase Orders a. Each Party may request additions, alterations, deductions or deviations to a Product Purchase Order subject

to the condition that such changes and any adjustments resulting from such changes including, but not limited, to contents, Delivery Date and prices, shall be mutually agreed upon between the Parties and, if so agreed, subsequently detailed by Partner and/or [COMPANY] in a written revision to the applicable Purchase Order.

b. Purchase Orders for [COMPANY] Products/Solutions and/or Professional Services may be cancelled by the Partner up to four (4) weeks prior to the originally planned Delivery Date. [COMPANY] - acting reasonably - shall have the right to claim compensation from Partner for the order of specific material, work in progress and finished good quantities of the [COMPANY] Products, after all Reasonable Effort has been put in by both Parties to redirect the [COMPANY] Products to other Partner End-Customers.

15.4. Purchase Order effective date The Purchase Order effective date is the date of its acceptance in accordance with Article 15.2 above. In case the Purchase Order requires a down payment to be made (as per Article 14.d or Article 16.a) or requires an establishment of an additional payment security (as per Article 14.d) any delivery or execution schedule related to such Purchase Order shall start upon such down payment being fully made and/or such additional security being established in accordance with this Agreement.

16. PAYMENT AND INVOICING TERMS a. With respect to [COMPANY]’s Products/Solutions:

(i) A down payment of fifteen percent (15%) of the total value of the Product Purchase Order shall be invoiced within five (5) Business Days from the Purchase Order date.

(ii) The balance to be paid shall be invoiced within five (5) Business Days from the Delivery Date and may apply as well - at [COMPANY]’s discretion - to partial shipments provided that such partial shipment was agreed upon by the Parties in writing as mentioned in Article 17.1.f; or

(iii) Referring to the stipulations of Article 14, [COMPANY] reserves the right to request other payment terms by written notification to the Partner.

b. With respect to [COMPANY]’s Professional Services and Certification Training Services: (i) The amount of fees to be paid in relation with a Maintenance Support Package is invoiced for the

full quarterly amount - in advance of the service performance and in accordance to the agreed Maintenance Term - within five (5) Business Days from the date of the Maintenance Commencement Date and subsequently at the beginning of each renewal of the Maintenance Term.

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(ii) The amount of fees to be paid in relation with Certification Training is invoiced within five (5) Business Days after the completion of such Certification Training.

(iii) Charges to be paid with respect to travel, accommodation and living expenses - agreed beforehand between the Parties in writing - shall be invoiced at the end of the month during which such charges have been incurred.

c. Other Services charges - including fees in relation with Supplementary Service Fees - made by [COMPANY] pursuant to this Agreement shall be agreed between the Parties prior to them being incurred. Invoicing and payment shall be made in accordance to an agreed milestone plan and/or deliverables.

d. Partner shall execute payments by bank transfer and all payments shall be due thirty (30) calendar days from the date of [COMPANY]’s related invoice in accordance with the instructions of [COMPANY].

e. [COMPANY]’s invoice document will reference the Partner’s Purchase Order number and shall be sent to the Partner’s billing address specified in Exhibit 3

f. Partner shall notify [COMPANY] in writing of any billing discrepancies or disputes about an [COMPANY]’s invoice within five (5) Business Days after receiving it, specifying with particularity the basis of any such discrepancy or dispute (“Dispute Notice”). Such Dispute Notice shall not relieve the Partner of its obligations to make payment when due. The Parties shall negotiate in good faith to resolve any Dispute Notice.

g. If the Partner fails to effect any payment, whether under this Agreement or any other contract signed between the Partner and [COMPANY] or between the Partner and any [COMPANY] Affiliate, when due - either in full or in part - and fails to pay the outstanding amounts within fifteen (15) calendar days following formal notice to pay, then [COMPANY] shall be entitled to: (i) Suspend all or part of the deliveries of its Products and/or Professional Services not yet delivered

or performed in full or in part, until such payment in full has been received by [COMPANY]. (ii) Charge late payment interest on any overdue amount at a monthly rate of one per cent (1%)

calculated from the due date for payment until the date of full payment. (iii) Claim the additional costs incurred as a result of the non-payment or delays in payment by the

Partner and the Partner shall reimburse [COMPANY]. h. Non-payment by Partner of invoices as from thirty (30) calendar days of due date shall constitute a material

breach of the Agreement. 17. DELIVERY PROCEDURE 17.1. Delivery terms a. Unless otherwise agreed upon by the Parties in writing, [COMPANY] shall pack the Products for

transportation in accordance with its commercial standards. b. The [COMPANY] Hardware and Software shall be delivered <@@ select according to the applicable

region: FCA Marly (France) for EMEA; FCA Marly (France) for CALA IPT & WRT; FCA Guadalajara (Mexico) for CALA IPR, FCA Shanghai Free Zone (China) for APAC (excluding China); FCA Shanghai (China) for China; FCA Lewisville (US) for NAR> in accordance with Incoterms 2010. One (1) week before the planned Delivery Date, [COMPANY] shall notify the Partner when the ordered [COMPANY] Products are ready for transfer in accordance with the Incoterms 2010 rules.

c. In case Software that is not pre installed on a Product, or replacement Software is to be provided by [COMPANY] under this Agreement, then unless agreed otherwise by the Parties in writing [COMPANY] shall arrange for the relevant Software to be made electronically available to the Partner through a designated portal or other electronic means.

d. [COMPANY]’s Delivery Date shall be based on standard delivery lead times for the concerned [COMPANY] Products/Solutions as communicated by [COMPANY] to the Partners in accordance to its standard procedures. The delivery lead time shall be determined from the Purchase Order effective date as described in Article 15.4 and be subject to the issuance of any necessary export/import permits and licences and the fulfilment by the Partner of its payment obligations.

e. The Parties recognize that the manufacturing lead time of [COMPANY] Products can be reduced if an adequate Physical Rolling Forecast report is provided by the Partner and accepted by [COMPANY] as referred to in Partner Program Rules.

f. Upon prior notification by [COMPANY] and upon written acceptance by the Partner, [COMPANY] may apply partial shipments in fulfilment of any Product Purchase Order.

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g. The Parties shall notify the other Party promptly of any event that is likely to cause a delay or rescheduling in the delivery of [COMPANY] Products. The new Delivery Date shall be agreed on by the Parties as soon as possible.

h. [COMPANY] may restrict or suspend - wholly or partially - the supply of the Products and the provision of Professional Services in spite of any Purchase Order placed by the Partner in the event of any significant breach of the Partner’s obligations or failure of the Partner to meet its obligations and liabilities under this Agreement or in case the Maximum Credit is exceeded as stipulated in Article 14.

i. In case of delay in excess of eight (8) calendar days in the contractual Delivery Date arising out of the causes solely and directly attributable to a default by [COMPANY] and not by circumstances beyond its reasonable control, then the Partner shall be entitled to claim liquidated damages equal to zero point five (0.5) percent of the value of the delayed Products or part thereof per full week of additional delay, up to a maximum of ten (10) percent of that value. Liquidated damages shall be the sole financial remedy of the Partner and in lieu of all losses and damages the Partner could claim for reasons of delay due to [COMPANY] and may not be deducted from payments still due, but shall be paid by [COMPANY] by bank transfer to the Partner, within sixty (60) calendar days after an agreement has been reached between the Parties with regard to the amount. Delay in delivery of any shipment pursuant to a Product Purchase Order issued by Partner hereunder shall not relieve Partner of its obligation to accept remaining deliveries. The Parties agree that the liquidated damages referred to in this Article 17.1.h are a genuine pre-estimate of the loss likely to be suffered by the Partner in the event of any failure to deliver on the Delivery Date.

17.2. Inspection of deliveries a. Prior to the shipment of any [COMPANY] Products, [COMPANY] shall inspect the Products in accordance

with [COMPANY]’s standard inspection procedures to ensure that the Products comply in all respects with the Specifications.

b. On arrival of the Products, the Partner shall without delay check: (i) The packaging for any visible external damage and in case of damage or deemed damage, the

Partner shall immediately take action as to safeguard all rights versus the forwarder and/or the insurance company. Furthermore, the Parties shall agree on the shortest possible delivery time to replace the damaged Parts.

(ii) The packing list(s) to ensure the completeness and correctness of the shipment(s). In case of a discrepancy the Partner shall immediately notify [COMPANY] in writing thereof and the Parties shall discuss and agree to solve the problem in the shortest possible time.

17.3. Testing of deliveries a. The Partner is responsible to test – within ninety (90) calendar days from the Delivery Date (“Inspection

Period”) – the received Products to ensure whether they operate in accordance to the Specifications. Unless Partner notifies [COMPANY] in writing within the Inspection Period that the [COMPANY] Products/Solutions fail to comply with the Product Purchase Order and/or Specifications due to reasons solely attributable to [COMPANY], or in case Partner fails to carry out said inspection for reasons beyond the control of [COMPANY], the [COMPANY] Products/Solutions shall be deemed accepted by the Partner at the end of the Inspection Period and subject to the warranty provisions as outlined in Article 18.

b. If the Partner reports during the Inspection Period a Dead On Arrival (DOA) Problem and the DOA entitlement is confirmed by [COMPANY], then [COMPANY] shall deliver a replacement Part - in the form of a Field Replaceable Unit (FRU) - and provide reverse logistics documents allowing the Partner to return the defective Part to [COMPANY]. All obligations, costs and risks involved in the return of the defective Part(s) from the Partner premises (Partner being the exporter of record) to [COMPANY] are defined by the Incoterms 2010 FCA (delivered at [COMPANY], Reverse Logistics Centre). Reciprocally, all risks, ownership, costs, taxes and duties associated with the shipment of the exchanged Part(s) from [COMPANY] to the Partner or End-Customer shall be in accordance to the Incoterms 2010 DAP (delivered to the Partner or End-Customer premise).

c. In order to be compliant, the returned defective Part - in the form of a FRU - must be in the possession of [COMPANY] or its designated logistics or transportation agent – communicated by [COMPANY] – within fourteen (14) calendar days from the delivery of the replacement Part by [COMPANY]. Failure to comply entitles [COMPANY] – upon notification to the Partner – to charge the Partner the replacement Product or FRU at full list price (PPL).

17.4. Title Title to the Hardware Products shall pass on to and vest in the Partner upon delivery to the first carrier by [COMPANY]. Title to all Software, Documentation and other licensed materials provided to the Partner and/or End-Customer shall remain solely vested in [COMPANY] or its licensors.

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18. STANDARD WARRANTY a. Regarding new Products, the following warranty provisions shall apply:

(i) Hardware: During the Standard Product Warranty Period, [COMPANY] warrants that the [COMPANY] Hardware Products, under normal use and service, are free from defects in material and workmanship and will materially conform to the [COMPANY] Specifications for such Hardware Products in effect on the date of shipment.

(ii) Software: Partner acknowledges that software by its nature cannot be warranted free of all defects. Consequently, [COMPANY]’s Software and accompanying Documentation are provided by [COMPANY] “as is” with a warranty coverage during the Standard Product Warranty Period. However, [COMPANY] warrants that the [COMPANY] Software - at the time of delivery - will perform substantially in accordance with the applicable Specifications and any other associated Documentation under normal use and service.

(iii) [COMPANY] applies a Standard Product Warranty Period of maximum fourteen (14) months from the Delivery Date.

b. Regarding repaired Products, the following warranty provisions shall apply: (i) [COMPANY] applies a Standard Repair Warranty Period independently from the Standard Product

Warranty Period. (ii) [COMPANY] applies a Standard Repair Warranty Period of maximum three (3) months from the

Delivery Date or expiration date of the original Standard Product Warranty Period, whichever is later.

c. Regarding Third Party Products, the following warranty provisions shall apply: (i) Any OEM Re-branded Product will be warranted as though the Product was manufactured by

[COMPANY]. Unless otherwise notified by [COMPANY] to the Partner, the warranties for such Product shall not differ from the standard warranty offered by [COMPANY] as mentioned in Article 18.a above.

(ii) Any OEM Non-branded Product sold by [COMPANY] shall have the OEM warranty provided by the Third Party, whereof Partner shall be notified on request.

(iii) [COMPANY] does not provide a warranty for any Third Party Product that is not purchased through [COMPANY], regardless whether the Product is recommended for use by [COMPANY].

d. [COMPANY]’s warranty for the [COMPANY] Hardware Products shall be limited to either the Repair or swap - at its sole option - of any defective Hardware Part during the Standard Product Warranty Period, provided that such defects can be shown to be due to defective materials or workmanship. Defective Parts shall be returned to [COMPANY] at Partner’s expense; repaired or swapped Parts shall be delivered to the Partner at [COMPANY]’s expense.

e. Notwithstanding any provision of this Agreement to the contrary, [COMPANY] has no obligation to repair or swap any Hardware or correct any Software arising from (i) normal wear and tear; (ii) the consequences of improper or negligent use, storage or handling; (iii) repair or modification by the Partner or a Third Party without prior written authorization from [COMPANY]; (iv) use or installation in connection with other products which do not fit the specifications of the Product or have not been approved by [COMPANY]; (v) use or installation in a manner that does not comply with the technical Specifications of the Product; or (vi) any damage to the Product by power failure, fire, explosion or any act of God or other cause beyond [COMPANY]’s control.

f. If the Partner reports a Hardware Problem that appeared during the Standard Product Warranty Period, then the defective Part shall be repaired or exchanged - at [COMPANY]’s option - on a Reasonable Effort basis. All obligations, title, costs and risks related to the shipment of the defective Part from the Partner or End-Customer to [COMPANY] are defined by the Incoterms 2010 CIP (delivered at [COMPANY], Return Logistics Centre). Reciprocally, all obligations, title costs and risks associated with the dispatching of the exchanged Part from [COMPANY] to the Partner or End-Customer shall be in accordance to the Incoterms 2010 CIP (delivered to Partner’s or End-Customer’s country of destination - airport).

g. If the Partner reports a Software Problem that appeared during the Standard Product Warranty Period and [COMPANY] perceived that a software fault could be at the origin of the Software Problem, then the Partner shall be entitled to receive - at [COMPANY]’s option - a Patch Release or Maintenance Release on the same generic Release, at the time as made available by [COMPANY].

h. For the avoidance of doubt, during the Standard Product Warranty Period [COMPANY] shall not deliver Maintenance Support Services nor shall SLA commitments apply, unless Partner places a Maintenance Purchase Order for such Maintenance Support Services.

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i. Neither the Partner nor [COMPANY] nor any Third Party having been involved in the creation, production or delivery of the Software shall be liable for any direct, indirect, consequential or incidental damages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of the use or inability to use such Software.

j. The [COMPANY] Software may contain freely available software or open source software obtained by [COMPANY] from a Third Party source. No licence fee has been paid by [COMPANY] for the inclusion of any freely available software or open source software, and no licence fee is charged to the Partner for its use. Partner acknowledges and agrees that such Third Party source provides no warranties and shall have no liability whatsoever in respect of possession and/or use of the freely available or open source software.

k. [COMPANY] warrants that the [COMPANY] Professional Services offered or provided under the Agreement shall be provided by appropriately trained employees, in a competent and professional manner and in accordance with Good Industry Practices and applicable service descriptions.

l. All other express or implied terms, conditions or warranties and liability in respect of the quality, fitness or condition of the [COMPANY] Products or Professional Services arising directly or indirectly from the supply of the [COMPANY] Products/Solutions or rendering of the [COMPANY] Professional Services or their use are excluded to the maximum extent permitted by law.

19. REGULATORY APPROVALS a. Both Parties shall ensure compliance with all applicable requirements of federal, regional, state and local

laws, ordinances, administrative rules and regulations. If applicable and unless agreed otherwise by the Parties in writing, the Partner shall be responsible - at its own expense - for obtaining from such competent authorities in the Sales Territory any approval or administrative authorization required for the introduction, sale and operation of the Products/Solutions in the Sales Territory and Market Segments.

b. If any modification or adaptation to the [COMPANY] Products/Solutions is required by the regulatory authorities as a condition of approval, then the Partner shall transmit to [COMPANY] all relevant information. [COMPANY] may consider undertaking the modification and adaptation of the [COMPANY] Products/Solution subject to terms and conditions to be agreed by the Parties or - at its discretion - decline to make such modifications, in which case the Products/Solutions concerned shall be excluded from this Agreement.

c. [COMPANY] shall provide the Partner with all reasonable assistance and provide certification data and/or other information of a non-confidential nature that might be reasonably required for obtaining the approvals or authorizations mentioned above.

20. ENVIRONMENTAL PROVISIONS a. The Partner shall be responsible - at no cost for [COMPANY] – for fulfilling all producer obligations such

as registration, providing guarantees where applicable, reporting and the proper collection, disposal/recycling of the waste of any Hardware Product supplied by [COMPANY] or the obsolete Hardware(s) Product being replaced by the Hardware Product(s) supplied by [COMPANY] under this Agreement in accordance with all applicable requirements of federal, regional, state and local laws, ordinances, administrative rules and regulations.

b. The Partner shall indemnify and hold harmless [COMPANY] from any and all claims of Third Parties and/or competent authorities arising as a result of a failure by the Partner to perform its obligation to properly fulfilling all producer obligations such as registration, providing guarantees where applicable, reporting, or of a failure by the Partner or End-Customer to collect, dispose/recycle the waste of the supplied or obsolete Hardware Product(s) in accordance with the prevailing laws.

21. IMPORT AND EXPORT PERMITS a. The Parties agree not to use, distribute, transfer, transmit, import, export, or re-export [COMPANY]

Products/Solutions and [COMPANY] Confidential Information (even if incorporated into other items) unless such activity complies with applicable law and the importing, exporting or re-exporting Party has obtained all required Import & Export Documentation from the appropriate governmental regulatory agencies.

b. Each Party shall be solely responsible for obtaining on its own behalf any required Import & Export Documentation required by France, the United States and/or other countries. Upon request of a Party, the other Party shall assist or make available to the requesting Party any Import & Export Documentation relating to the importation and exportation of the [COMPANY] Products/Solutions in the Sales Territory. If the requested Party does not obtain the required approvals and authorizations, then the requesting Party shall have the option to exclude the concerned Products/Solutions from this Agreement and/or under any ensuing Purchase Order.

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c. In case the exporting country requires by law a completed End-Use Statement to be submitted with the application for the export licence, the Partner - upon request from [COMPANY] - will obtain from the End-User such End-Use Statement and provide it to [COMPANY] for the fulfilment of its export licence obligations.

d. The rights and obligations of the Parties under this Article 21 shall survive the expiration or termination of the Agreement.

22. LIABILITY a. [COMPANY]’s Products/Solutions are intended for standard commercial uses. Without the appropriate

network design engineering, they must not be sold or otherwise distributed for use in any hazardous environments requiring fail-safe performance, such as but not limited to aircraft navigation or communication systems, air traffic control, in the operation of nuclear facilities, direct life support machines or defence systems, in which the failure of products could lead directly to death, personal injury, or severe physical or environmental damage. The Partner hereby agrees that the use, sale or other distribution of the [COMPANY] Products/Solutions for any such application without the prior written consent of [COMPANY], shall be at the Partner's sole risk. The Partner also agrees to defend and hold [COMPANY] harmless from any claims for loss, cost, damage, expense or liability that may arise out of or in connection with the use, sale or other distribution of the [COMPANY] Products/Solutions in such applications.

b. Partner shall indemnify and hold harmless [COMPANY] against any liability, loss, claim and damages whatsoever arising due to any claims, warranties or representations made by Partner or its employees or agents that differ from the warranties and representations made by [COMPANY] under this Agreement.

c. Notwithstanding any provision of this Agreement to the contrary, regardless of the form or cause of action, whether in contract or tort (including negligence), and whether in respect of a breach or default in the nature of a breach of condition or fundamental term or a fundamental breach, neither [COMPANY] nor any of [COMPANY]’s suppliers or licensors shall have any liability to Partner for any economic, consequential, indirect, incidental or special damages nor for any loss of profit, loss of savings, business, reputation or goodwill arising out of or related to this Agreement.

d. [COMPANY]’s maximum aggregate liability for any claim or series of connected claims arising out of this Agreement - whether based on breach of contract, tort (including negligence), statute or otherwise - will be limited to actual, provable damages not to exceed one hundred per cent (100%) of the sums actually paid or payable by the Partner in respect of the particular Purchase Order pursuant to which the liability has arisen or, where no Purchase Order exists, the sum payable by the Partner in the period of six (6) months preceding the arising of the cause of action..

e. The liability provided in Article 22.d above represents the maximum aggregate liability for both the [COMPANY] and its Affiliates. For avoidance of doubt, [COMPANY] and any of its Affiliate will not have under any circumstances a joint and several liability towards the Partner unless agreed by both [COMPANY] and its Affiliate in writing or as a result of mandatory provisions of the applicable law.

f. [COMPANY] will have no obligation to pay Partner any form of compensation or damages exclusively as a result of the consequences of a termination or expiration of the Agreement.

g. Nothing in this Article 22 shall exclude either Party’s liability for death or personal injury caused by negligence or which cannot otherwise be lawfully excluded.

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23. CONFIDENTIALITY a. If one of the Parties (hereinafter referred to as “Disclosing Party”) delivers to the other Party (hereinafter

referred to as “Receiving Party”), under this Agreement or otherwise, any Confidential Information, then Receiving Party shall not during the term of the Agreement and for a period of five (5) years thereafter (a) disclose or otherwise make available the Confidential Information to any Third Party (except that Partner may disclose the Confidential Information to its End-Customers to the extent that they have a need to know the Confidential Information in connection with the purchase, operation and/or maintenance of any [COMPANY] Products or Professional Services if, prior to the disclosure, they have agreed in writing to maintain the confidentiality of the Confidential Information in accordance with terms and conditions no less stringent than those stated herein); (b) modify, copy, transmit, alter, merge, decompile, disassemble, reverse engineer or adapt any portion of the Confidential Information (except to the extent otherwise expressly permitted by this Agreement or by mandatory provisions of an applicable law); or (c) use the Confidential Information for any purpose except other than execution of the Agreement. The above limitations on disclosure and use shall not apply to information designated confidential which: (a) was in the public domain at the time it was received; (b) becomes generally known to the public through disclosure by a source other than the Receiving Party having the lawful right to disclose the information; (c) the Receiving Party can demonstrate was known to it before the information was received from the Disclosing Party; (d) is disclosed to the Receiving Party, without restriction, by a Third Party having the lawful right to disclose the information; (e) the Receiving Party can demonstrate it independently developed; or (f) information required by law to be disclosed, provided the Disclosing Party gives notice of such required disclosure as soon as practicable prior to such disclosure.

b. The issuing of a press release or other public announcement relating to the Partner Program Relationship or any related project, activity or event requires prior written approval from the other Party.

c. The rights and obligations of the Parties under this Article 23 shall survive the expiration or termination of this Agreement.

24. INTELLECTUAL PROPERTY RIGHTS 24.1. Use of Confidential Information and IPR ownership a. The use of [COMPANY]’s Confidential Information and IPR ownership is pursuant to Article 12 and

Article 23. b. All rights in any Confidential Information supplied to the Partner in connection with this Agreement shall at

all times remain vested in [COMPANY] and/or its Third Party licensors. Confidential Information shall not be used without [COMPANY]'s prior express written consent for any purpose other than that for Partner’s undertakings under this Agreement.

c. The Partner shall ensure that neither it nor its employees will convert to their own use or to the use of any other party any Confidential Information (by means of but not limited to copy, make extracts from, translate or otherwise modify any data or documentation) provided by and owned by [COMPANY] and/or its Third Parties.

d. [COMPANY] and its Third Party licensors reserve all Intellectual Property Rights in Products/Solutions and Documentation. In case [COMPANY] grants Partner the right to modify any of its Documentation, [COMPANY] shall retain the copyright or other Intellectual Property Rights over such copies, extracts, translations or modifications.

24.2. Indemnification a. [COMPANY] shall defend - at its expense - any action brought against Partner alleging that any

[COMPANY] Products/Solutions sold or furnished under this Agreement infringes Intellectual Property Rights of a Third Party (“Claim”); provided that Partner (a) delivers to [COMPANY] written notice of the Claim and any actions taken promptly after Partner first receives notice of the Claim (and in any event before any of [COMPANY]'s rights are prejudiced); (b) grants to [COMPANY] the sole authority to assume the defence thereof, and the sole right to settle the Claim, through counsel chosen solely by [COMPANY]; and (c) reasonably cooperates with [COMPANY] to defend and settle the Claim.

b. [COMPANY] shall compensate all costs and damages finally awarded to the Third Party claimants or agreed to by [COMPANY] in settlement of the Claim, provided that Partner furnishes [COMPANY] with prompt written notice of the Claim and provides [COMPANY] with reasonable assistance and sole authority to defend or settle the Claim.

c. Regarding the settlement of a Claim, [COMPANY] shall not be responsible for any costs, expenses or compromise incurred by the Partner and/or an End-Customer without the prior written consent of [COMPANY].

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d. If a Third party obtains an injunction against Partner’s use or sale of any [COMPANY] Products/Solutions or if [COMPANY] determines, in its sole discretion that Partner’s use or sale of any [COMPANY] Products/Solutions may be subject to injunction as a result of a Claim, [COMPANY] may - at its option: (i) Acquire - at [COMPANY]’s expense - the right for Partner to continue selling the concerned

[COMPANY] Products/Solutions or Professional Services. (ii) Modify or replace - at [COMPANY]’s expense - the infringing parts thereof provided that such

modification or replacement shall not impair the operation of the [COMPANY] Products/Solutions. (iii) Direct the return of the concerned [COMPANY] Products/Solutions or Professional Services and

refund to Partner the fees paid for such Products/Solutions or Professional Services less a reasonable amount for use.

e. [COMPANY] shall have no liability for any Claim resulting from: (i) The use of [COMPANY] Products/Solutions in combination by any means and in any form with

other products or software which were not supplied by [COMPANY]. (ii) The use of [COMPANY] Products/Solutions in a manner or for a purpose not reasonably

contemplated by [COMPANY] or not authorised by [COMPANY]. (iii) Any alteration or modification of the [COMPANY] Products/Solutions without the prior consent in

writing of [COMPANY]. (iv) Any transaction entered into by the Partner and/or the End-Customer relating to the [COMPANY]

Products/Solutions which is not in accordance to this Agreement and without [COMPANY]'s prior consent in writing.

f. The foregoing constitutes the entire liability of [COMPANY] for Claims of infringement of any Third Party’s Intellectual Property Rights by the [COMPANY] Products/Solutions supplied by [COMPANY] pursuant to this Agreement. In its contracts with End-Customers, the Partner shall make no representation that [COMPANY] would be liable for any Third Party claims brought against any such End- Customer.

g. In no event shall [COMPANY] be liable for any special, consequential or indirect loss or damage including, but not limited to, loss of production, loss of revenue, cost of capital, claims of End-Customers and/or End-Users for service interruption and costs incurred in connection with substitute facilities or supply sources.

25. NOTICES AND COMMUNICATION a. Standard notices and/or documents required to be given in writing by any of the Parties to the other under

this Agreement shall be effective when either: (i) Delivered by hand (deemed to have been received on the day of delivery). (ii) Sent by an express courier with a reliable service for tracking delivery (deemed delivered upon

receipt). (iii) Transmitted by electronic means producing hard copy read-out, including facsimile and e-mail

(deemed to have been received at the time of transmission if transmitted during Business Hours of the receiving instrument and if not during Business Hours, one (1) hour after the commencement of the next Business Day following the day of transmission).

Such notices or documents shall be addressed to either Party’s Partner Sales Manager at the contact details as set out in Exhibit 3.

b. Notices regarding contractual breach and termination shall be sent with express courier with a reliable service for tracking delivery (deemed delivered upon receipt) to each Party’s Partner Sales Manager and Party’s Steering Committee co-chairman.

26. FORCE MAJEURE a. Force Majeure denotes all events which occur beyond [COMPANY]’s control or Partner's control and the

occurrence and effects of which cannot be reasonably prevented and owing to which it is not possible to perform the Agreement within the terms and at the conditions thereof (e.g. war, rebellion, acts of terrorism, epidemics, severe weather conditions, fires, earthquake, strike, lockout, defaults of Third Parties which are themselves caused by a Force Majeure event, acts of government, refusal of government regulatory agencies to issue import or export licences or other authorizations required to import or export Products or Software or to provide Services), but explicitly excluding failures or delays arising out of defaults of Third Parties which are not themselves caused by a Force Majeure event.

b. The prevented Party shall immediately inform the other Party of the nature and the beginning and the termination of the Force Majeure circumstances preventing the implementation of the Agreement.

c. All costs and liabilities of a Party incurred during the suspension of this Agreement caused by Force Majeure shall be at such Party’s expense.

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27. TERM AND TERMINATION 27.1. General

Upon execution and delivery by both Parties, the Agreement shall come into force on the Effective Date and shall remain in effect for an initial term of two (2) years.

27.2. Termination for default The Agreement may be terminated upon written notification to the other Party upon occurrence of the following events: (i) If the Partner violates the business ethics principles as per Article 10. (ii) If the Partner breaches the [COMPANY] Software/Documentation licence terms as per Article 12. (iii) If the Partner breaches the [COMPANY] payment terms as per Article 16 and fails to remedy such

breach within thirty (30) calendar days or if the Partner breaches the [COMPANY] payment terms as per Article 16 more than twice in any consecutive twelve (12) months period.

(iv) If the Partner does not comply with the applicable import/export regulations as per Article 21. (v) If the other Party violates the confidentiality terms as per Article 23 above. (vi) If the other Party commits any material breach of its obligations under the Agreement and fails to

remedy such breach within thirty (30) Business Days from written notice to the Party in default, specifying the nature of the breach.

(vii) If the other Party has been declared judicially insolvent or bankrupt or, according to the judgement of independent auditors appears to be financially incapable to comply with its contractual obligations.

(viii) If a situation of Force Majeure exists for six (6) or more cumulative months. 27.3. Termination for inconsistency of interest a. The Agreement may be terminated upon written notification by [COMPANY] to Partner if:

(i) The Partner becomes controlled by, takes control of, or comes under common control with, an [COMPANY] competitor.

(ii) The Partner acquires any shares in a competitor of [COMPANY] or merges with an [COMPANY] competitor.

(iii) The Partner becomes involved in activities that are in conflict with [COMPANY]’s interest and the Parties did not agree on a solution to solve the conflict within thirty (30) Business Days from written notice of [COMPANY] specifying the nature of the conflict.

(iv) The Partner sells the majority of its business, or a controlling interest in Partner is transferred to another party.

b. For clarification, Partner has declared that it is not an Affiliate of an [COMPANY] competitor at the Effective Date.

27.4. Effects of termination a. The Parties agree to use Reasonable Effort to honour the commitments made to End-Customers with

regards to the [COMPANY] Products/Solutions and/or Professional Services and negotiate in good faith additional contractual arrangements if, for any reason, the Agreement would be terminated and such arrangements are necessary. The termination of the Agreement does not affect any Purchase Orders placed by Partner and confirmed by [COMPANY] prior to the effective date of the termination, unless it is stated otherwise in the termination notice issued in accordance with Article 27.2 or 27.3 above.

b. Termination of this Agreement and any of the Purchase Orders shall not relieve either Party of its liability to perform pursuant to the terms and conditions of this Agreement its obligations incurred prior to such termination (except for obligations for terminated Purchase Orders as the case might be in accordance with Article 27.4(a) above), nor shall it prevent either Party from exercising its right to pursue any other remedy available to it.

c. Upon termination or expiration of the Agreement, the Parties shall immediately cease any use of each other's Trademarks, shall refrain from displaying any promotional material bearing the Trademarks.

d. If requested by [COMPANY] - after the termination of this Agreement - the Partner shall promptly return to [COMPANY] all Collateral Materials and/or other [COMPANY] marketing materials or property that may have been furnished by [COMPANY] to the Partner in order to support its sales activity.

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e. The licences granted to the Partner and/or the Partner’s Affiliates shall terminate on the effective date of termination or expiry date of this Agreement. Consequently, the Partner and/or the Partner’s Affiliates shall cease to use the [COMPANY] Software and the Documentation. Any sub-licence granted to End-Customers shall survive expiration and/or termination of the Agreement.

27.5. Survival a. Article 12, Article 21, Article 22, Article 24 (except as provided in Article 27.5(b)) and Article 27.4 will

survive termination and/or expiry of this Agreement. Any other provision of this Agreement that can be reasonably construed to survive the expiration or termination of this Agreement for any reason, will survive such expiration or termination.

b. The confidentiality obligations of Article 23 and the obligation to indemnify under Article 24.2 shall survive the termination and expiry of the Agreement for a period of five (5) years.

28. SEVERABILITY If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force and effect, if the essential terms and conditions of this Agreement for both Parties remain valid, legal and enforceable.

29. AMENDMENTS a. This Agreement (including its Exhibits) may be amended, modified or supplemented only when agreed

upon by the Parties in writing and signed by authorised representatives of both Parties. For the avoidance of doubt the Parties hereby confirm that any modification by [COMPANY] of documents such as but not limited to Partner Program Rules, Pricing Rules and Maintenance Conditions that are referenced in this Agreement and describe the rules of Global Partner Program shall not be considered as change of this Agreement, as long as modification is made by [COMPANY] without breaching applicable provisions of this Agreement.

b. No failure or delay in exercising any right or remedy or requiring the satisfaction of any condition under this Agreement and no course of dealing between the Parties will operate as a waiver or estoppel of any right, remedy or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion or against any other person. No single or partial exercise of any right or remedy under this Agreement precludes the simultaneous or subsequent exercise of any other right or remedy.

30. MISCELLANEOUS PROVISIONS The Parties may execute this Agreement in multiple counterparts, each of which constitutes an original, and

all of which, collectively, constitute only one agreement. The signatures of both Parties need not appear on the same counterpart, and delivery of an executed counterpart signature page by facsimile or by email as a scanned .pdf or image (e.g., .tiff, .jpg) file is as effective as executing and delivering this Agreement in the presence of the other Party. This Agreement is effective upon delivery of one executed counterpart from each Party to the other. In proving this Agreement, a Party must produce or account only for the executed counterpart of the Party to be charged.

31. SETTLEMENT OF DISPUTES a. Any dispute between the Parties at the Steering Committee level arising under, out of, in connection with or

in relation to the Agreement or the breach thereof which the Parties are unable to settle amicably shall be finally settled in accordance with the “Rules of Arbitration of the International Chamber of Commerce” by three (3) arbitrators (unless the Parties agree on the name of a single arbitrator) appointed in accordance with such rules.

b. The arbitration shall take place in Paris, France and shall be conducted in the English language, unless otherwise agreed upon by the Parties in writing.

32. APPLICABLE LAW a. The laws of England (without giving effect to conflicts of law principles) govern all matters arising out of or

relating to this Agreement and the transactions it contemplates, including the interpretation, construction, performance and enforcement of this Agreement. Notwithstanding the foregoing, either Party may seek injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of such Party’s Intellectual Property Rights or to protect its rights during the dispute process.

b. The parties specifically disclaim the application of the United Nations Convention on “Contracts for the International Sale of Goods”.

c. No Third Party shall be entitled to enforce or take the benefit of any of the terms of the Agreement under the Contracts (Rights of Third Parties) Act 1999.

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33. ENTIRE AGREEMENT This Agreement and its Exhibits hereto, supersedes all prior and contemporaneous discussions, understandings and agreements between the Parties with respect to the matters contained herein, and constitute the entire agreement between the Parties with respect to the matters contemplated herein. All Exhibits attached hereto are by this reference made a part of this Agreement and are incorporated herein. Nothing in this Article 33 shall exclude or restrict either Party’s liability for statements made fraudulently.

IN WITNESS WHEREOF, the Parties hereto have executed the Agreement in duplicate by their duly authorized representatives, each Party receiving one (1) original copy hereof. For and on behalf of [COMPANY] For and on behalf of Partner

Signature_________________________ Signature_________________________ Name : Name : Title : Title : Date : Date :

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EXHIBIT 1

SALES TERRITORY & MARKET SEGMENTS 1. PERIMETER

The geographic region and market segments referred to in this Agreement are delimited as follows: Sales Territory

<@@ list applicable country/countries>

Free Trade Area (if applicable) <@@ specify the Free Trade Area or list the relevant countries; type N/A if not applicable>

Service Provider Segment

<@@ specify the Service Provider Segment; type N/A if not applicable>

Strategic Industries Segment

<@@ specify the Strategic Industries Segment; type N/A if not applicable>

Large Enterprises Segment <@@ specify the Large Enterprises Segment; type N/A if not applicable>

2. END-CUSTOMER EXCLUSION LIST

If applicable and to the extent permitted by law, the Parties agree that Partner shall not actively approach the below named End-Customer(s) of a specific Market Segment through marketing campaigns specifically targeted at that End-Customer. However, nothing herein contained shall restrict Partner to handle Passive Sales.

Service Provider restrictions

<@@ specify individual End-Customer(s); type N/A if not applicable>

Strategic Industries restrictions

<@@ specify individual End-Customer(s); type N/A if not applicable>

Large Enterprises Segment <@@ specify individual End-Customer(s); type N/A if not applicable>

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EXHIBIT 2

END-USER SOFTWARE LICENCE AGREEMENT 1. GENERAL TERMS a. End-Customer contractual rights for any warranties or damages shall be according to the contractual

agreement between End-Customer and the Partner selling/sublicensing the [COMPANY] Products/Solutions. This End-User Software Licence Agreement does not entitle End-Customer to enforce any rights against [COMPANY].

b. End-Customer may not assign any rights or delegate any obligations hereunder without the prior written consent of [COMPANY] obtained through the Partner. Any purported assignment of rights or delegation of obligations in violation of this paragraph is void.

c. The present End-User Software Licence Agreement may not be changed except by an Amendment Agreement signed by the duly authorised representatives of each of the Parties. The same applies for changes to this clause.

d. End-Customer’s obligations under the present End-User Software Licence Agreement, including but not limited to the obligations to protect the interests of [COMPANY] and/or its Third Party licensors, shall survive expiration and/or termination of the End-User Software Licence Agreement.

2. RESTRICTIONS OF USE OF [COMPANY] PRODUCTS [COMPANY]’s Products/Solutions are intended for standard commercial uses. Without the appropriate network design engineering and the prior written consent of [COMPANY] through the Partner, they must not be used in any hazardous environments requiring fail-safe performance, such as but not limited to aircraft navigation or communication systems, air traffic control, in the operation of nuclear facilities, direct life support machines or defence systems, in which the failure of products could lead directly to death, personal injury, or severe physical or environmental damage. End-Customer agrees to defend and hold [COMPANY] harmless from any claims for loss, cost, damage, expense or liability that may arise out of or in connection with the use, sale or other distribution of the [COMPANY] Products/Solutions in such applications.

3. SOFTWARE LICENCE TERMS AND CONDITIONS a. The following terms are minimum sublicence terms which the Partner shall apply within its relationship

with End-Customer when sub-licensing Software:

(i) End-Customer shall have a non exclusive, non transferable, non sub-licensable, indivisible licence to use Software in object code form and the furnished Documentation for the operation of such Software.

(ii) End-Customer receives no title or ownership rights to the Software and Documentation, and all such rights shall remain with [COMPANY] or its Third Party licensors, as the case may be.

(iii) End-Customer shall comply with all supply, export, import and re-export laws and regulations of France, the United States of America, and of the countries of origin of the Software and all countries where the Software is used, imported, exported or re-exported.

(iv) End-Customer shall treat Software and Documentation as proprietary and a trade secret of [COMPANY] or its Third Party licensors, which obligation shall survive any expiration or termination of this End-User Software Licence Agreement.

(v) End-Customer shall not remove from the Software any of the trademarks, trade names, logos, patent or copyright notices or markings to the Software.

(vi) End-Customer shall not make Software or Documentation or any parts of either (including any methods or concepts utilized or expressed therein) available to any person except to its employees on a “need to know” basis, always provided that End-Customer shall cause such employees to comply with the terms and conditions of this End-User Software Licence Agreement.

(vii) End-Customer shall not make any copies of Software or Documentation or parts of either, except for archival backup purposes, and when making such permitted copies, shall transfer to any such copy any trademarks, copyright markings and other proprietary markings on the Software or Documentation.

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(viii) End-Customer shall not reverse engineer, decompile, translate, adapt, arrange, error correct or otherwise alter the Software.

(ix) End-Customer acknowledges that there is no warranty that operation of Software will be uninterrupted or error free or that Software or Documentation will meet End-Customer’s specific requirements.

b. Software licences to the End-Customer shall be perpetual unless terminated in accordance with the provisions of the present End-User Software Licence Agreement. Partner and/or [COMPANY] shall have the right to terminate a Software Licence, if End-Customer violates this End-User Software Licence Agreement. Immediately upon termination, the End-Customer shall cease to use the Software and the Documentation. The Software, the Documentation and all copies thereof will be destroyed or returned to Partner and/or [COMPANY]. The End-Customer shall furnish Partners and [COMPANY] with evidence satisfactory to them that all copies not returned have been destroyed, including partial copies and related materials.

c. Each Software Licence is subject to payment of the relevant licence fee. End-Customer shall grant Partner and/or [COMPANY] access to End-Customer’s systems and tools with sufficient privileges as reasonably required by Partner and/or [COMPANY] in order to verify use of Software Licences in compliance with licence fees paid.

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EXHIBIT 3

CONTACT MATRIX 1. GENERAL

The Parties accept that names and contact details of the persons and/or entities mentioned in this contact matrix may change during the term of the Agreement. In such event, the Parties shall promptly notify each other in writing prior to the occurrence or as soon as available.

2. PARTNER SALES MANAGER Each Party appointed following Partner Sales Manager:

[COMPANY]

<@@ name, office address, landline & mobile phone number, email address>

Partner

<@@ name, office address, landline & mobile phone number, email address>

3. STEERING COMMITTEE

Each Party appointed following co-chairman of the Steering Committee: [COMPANY]

<@@ name, office address, landline & mobile phone number, email address>

Partner

<@@ name, office address, landline & mobile phone number, email address>

4. PURCHASE ORDER AND BILLING

Partner’s Purchase Orders shall be submitted to [COMPANY] and [COMPANY]’s invoice shall be send to Partner - either electronically or via traditional manual methods as agreed upon by the Parties - at the following addresses:

[COMPANY] purchase order address

<@@ [COMPANY] purchase order address> <@@ [COMPANY] order admin email address>

Partner billing address

<@@ CP billing address>

5. MAINTENANCE SERVICES SUPPORT

[COMPANY] Welcome Centre contact

<@@ Welcome Centre address> <@@ telephone number(s)> <@@ telefax number> <@@ e-mail address> <@@ web access URL address>

Partner Call Receipt Centre contact

<@@ Call Receipt Centre address> <@@ telephone number(s)> <@@ telefax number> <@@ e-mail address> <@@ web access URL address>

[COMPANY] Return Logistics Centre contact

<@@ Return Logistics Centre address> <@@ telephone number(s)> <@@ telefax number> <@@ e-mail address> <@@ web access URL address>

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6. CERTIFICATION TRAINING & ACCREDITATION SERVICES SUPPORT [COMPANY] University Global Contact Centre contact

<@@ Global Contact Centre address> <@@ telephone number(s)> <@@ telefax number> <@@ e-mail address> <@@ web access URL address>

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EXHIBIT 4

GLOSSARY OF TERMS 1. DEFINITIONS 1. “Accreditation” means the formal written confirmation by [COMPANY] of the expertise level of the

Partner. The Accreditation is granted for a given period of time upon the fulfilment of the Accreditation Requirements. The term Sales, Pre-Sales, Deployment or Maintenance used in conjunction with Accreditation shall indicate the domain of the qualification in respect to a particular Product. “Accredited” shall be interpreted accordingly.

2. “Accreditation Program” means a series of steps to be carried out and goals to be accomplished - based on the Accreditation Requirements - in order to achieve the Accreditation status.

3. “Accreditation Requirements” means the current set of requirements - in terms of number of Certified Employees - which must be fulfilled by the Partner to become and remain an Accredited Partner as specified by [COMPANY] on the Partner Portal.

4. “Actual Credit” means the aggregate amount of (i) the total amount (VAT, if applicable, included) of all [COMPANY]’s invoices issued by [COMPANY] and its Affiliates to the Partner for [COMPANY] Products/Solutions and/or Professional Services - within this Agreement and outside the scope of this Agreement - but for which no payment has been received by [COMPANY] or its Affiliates, and (ii) the total amount (VAT, if applicable, included) of the [COMPANY] Products/Solutions and/or Professional Services ordered by the Partner but not yet invoiced by [COMPANY] and its Affiliates, minus (iii) the down/advance payments received by [COMPANY] on such outstanding amounts.

5. “Adoption Agreement” means a separate contract signed by the Parties and a Partner’s Affiliate by which the Affiliate adheres to the terms and conditions of this Agreement and which may amend the terms and conditions of this Agreement as further outlined in Article 6Partner.

6. “Affiliate” in respect of either Party to the Agreement means a business entity under the control of the Party or under control of the Party’s ultimate corporate parent. Control means direct or indirect ownership of more than fifty percent (50%) of the company’s stock allowing for the election of majority of directors or similar management group members of the controlled legal entity. Any company not complying with the above conditions but related to one of the Parties may benefit from the provisions from the Agreement, only if mutually agreed upon by the Parties in writing.

7. “Agreement” means this “Partner Program Agreement” including its Exhibits and other documents referred to therein.

8. “[COMPANY] University” means the [COMPANY] division responsible for the provision of Certification Training Services as part of the Certification and Accreditation Programs.

9. “Amendment Agreement” means a document signed by the Parties that stipulates the changes and/or specific additions to the original terms and conditions of this Agreement as referred to in Article 29. The Amendment Agreement shall be used in conjunction with the Agreement and regarded as an integral part of the Agreement.

10. “Business Days” means working days - except weekends and official public holidays - applicable in the country of the concerned Party.

11. “Business Hours” means the normal working time on Business Days applicable in the country where the relevant activities are performed.

12. “Certification” means the formal written confirmation by [COMPANY] of the expertise level of an individual. Certification is granted for a given period of time upon the fulfilment of the Certification Requirements. The term Sales or Pre-Sales or Deployment or Maintenance Services used in conjunction with Certification shall indicate the domain of the qualification in respect to a particular Product. “Certified” shall be interpreted accordingly.

13. “Certification Program” means a series of steps to be carried out and goals to be accomplished - based on the Certification Requirements - in order to achieve the Certification status.

14. “Certification Requirements” means the set of requirements established by [COMPANY] - in terms of particular knowledge, skills, and competences - which must be fulfilled by an individual to become and remain a Certified Employee.

15. “Certification Training (Services)” means the learning process to facilitate the acquisition of knowledge and the development of new and existing skills to improve the performance of specific tasks or roles.

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16. “Collateral Materials” means any data sheets, application briefs, presentation brochures, and/or other advertising or promotional materials that are not designated as Confidential Information by the providing Party and are distributed in the normal course of business to assist in the marketing of a party’s Products/Solutions. The term [COMPANY], Partner or Third Party used in conjunction with Collateral Materials shall indicate the owner of the deliverable.

17. “Confidential Information” means any information whether disclosed verbally, visually, in machine-readable or written form, that is communicated by the disclosing Party or through an Affiliate of the disclosing Party (such information, for the purposes of this Agreement, to be deemed received from the disclosing Party), to the receiving Party or its Affiliate and identified as proprietary or confidential (or provided under circumstances that reasonably indicate that it is proprietary or confidential), including but not limited to ideas, discoveries, inventions, specifications, formulae, programs, plans, drawings, models, samples, requirements, standards, presentations, training, training documentation, software and supporting documentation, financial data, trade- and manufacturing and know-how secrets, customers lists and data as well as any and all intellectual and industrial property rights contained therein and/or in relation thereto, title to which belongs to the disclosing Party or for which the disclosing Party has obtained a right to disclose or divulge.

18. “Consumable Item” means an item which may fail due to normal wear & tear (e.g. fuses, batteries, air filters, etc.).

19. “Contracting & Engineering Companies” (also known as EPC’s) means large companies that undertake mega infrastructure projects in the field of construction, engineering, communication, mobility, energy, etc. or delivers specialized portions of such projects.

20. “Dead On Arrival (DOA)” means the occurrence whereby a new [COMPANY] Hardware Products - still under Standard Warranty - fails to perform as warranted during the first ninety (90) calendar days from the Delivery Date.

21. “Delivery Date” means the date at which the [COMPANY] Products are handed-over to the Partner or its designated transportation agent communicated by the Partner in accordance to the terms of the agreed Incoterm.

22. “Demo System” means one or several sets of Products/Solutions to be used by the Partner for demonstration and promotion only and not intended for resale.

23. “Deployment (Services)” means the aggregate of tasks - primarily Program Management, Field Engineering, Field Installation and Field Integration services - to be carried out to the [COMPANY] Products/Solutions in order to run an operational environment. The term [COMPANY], Partner or Third Party used in conjunction with Deployment shall indicate the executor of this service.

24. “Discontinued Product” means the Product for which [COMPANY] has issued an EOL Notification and which is not produced anymore.

25. “Documentation” means official documents - in documentary or other recorded form - such as but not limited to the installation manuals, operating instruction manuals, user documentation, maintenance documentation and system documentation pertaining to the [COMPANY] Products/Solution and/or Professional Services. The term [COMPANY], Partner or Third Party used in conjunction with Documentation shall indicate the owner of the deliverable. “Sale”, “sales”, “sell”, “sold”, “selling” or any other comparable term that may refer to Documentation shall stand for the licence to use the Documentation in accordance with the terms of this Agreement.

26. “Effective Date” means the date - mentioned above on the introduction page of this Agreement - on which the Agreement takes effect.

27. “End-Customer” means the entity to which a Party quotes, bids, sells, licenses or leases Products/Solutions and/or Professional Services. If not explicitly combined with the term “[COMPANY]”, any capitalized term End-Customer shall be interpreted as Partner’s End-Customer.

28. “End-of-Life (EOL) Notification” means the formal announcement by [COMPANY] that outlines the specificities about the intention and planning to cease the commercial sales availability of a Product or part thereof by [COMPANY] and/or its Third Party (such as e.g. EOL date, last Product Purchase Order date, etc.).

29. “End-of-Support (EOS) Notification” means the formal announcement by [COMPANY] that outlines the specificities about the intention and planning to cease the commercial sales availability of Maintenance Services for a Discontinued Products by [COMPANY] and/or its Third Party (such as e.g. EOS date, last Maintenance Purchase Order date, etc.).

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30. “End-User” means an entity that actually uses the [COMPANY] Products/Solutions and/or Professional Services - supplied through the Partner directly or through End-Customers (in cases described in Article 2.d - for its own use.

31. “End-User Software Licence Agreement” means the agreement set out in Exhibit 2, which the Partner must include into its contractual agreement with End-Customers.

32. “End-Use Statement” means the document that is completed and signed by the End-User of an [COMPANY] Product/Solution attesting to how such product will be used.

33. “Field Engineering (Services)” means the aggregate of tasks to design and engineer the network that may include site survey, design engineering, site engineering, equipment engineering, site records, and engineering assessments. The term [COMPANY], Partner or Third Party used in conjunction with Field Engineering shall indicate the executor of this task.

34. “Field Installation (Services)” means the aggregate of tasks - carried-out on-Site - deemed necessary to put the Products/Solutions in place such as but not limited to site survey, quality assessment, obsolete equipment removal, unpacking, moving, inspecting, placing, mounting, fixing, constructing, assembling, cabling, connecting, etc. The term [COMPANY], Partner or Third Party used in conjunction with Field Installation shall indicate the executor of this task.

35. “Field Integration (Services)” (also known as “Commissioning”) means the aggregate of tasks - carried-out on-Site - that may include provisioning, configuring, standalone testing or performing any work as deemed necessary to bring the installed Products/Solutions into operational readiness such as integration of network elements, capacity growth, network element upgrades, validation of the launch, etc. The term [COMPANY], Partner or Third Party used in conjunction with Field Integration shall indicate the executor of this task.

36. “Field Maintenance (Services)” (also known as “First Line Support”) means the day-to-day preventive and/or corrective Maintenance to sustain the operation of the [COMPANY] Products/Solutions up to the level as specified in the relevant Documentation and includes replacements, material handling and repair admin of Consumable Items and/or Spare Parts.

37. “Field Replaceable Unit (FRU)” means a product assembly or subassembly - identifiable by the Part numbering labelling - that can reasonably be removed from service and/or installed as a separate item with the use of standard tools and/or methods.

38. “Firmware” means specific executable code or data, which is stored in permanent or quasi-permanent semiconductor memory as part of the Hardware.

39. “Force Majeure” means the term described in Article 26. 40. “Free Trade Area” means a common market or a grouping of countries in which allowing for a Passive

Sales is mandatory as detailed in Exhibit 1. 41. “Global Partner Program” means the collaborative framework designed by [COMPANY] to offer carrier

grade Products/Solutions and Professional Services through a mutually beneficial Partner Program Relationship. The Global Partner Program needs to be distinguished from [COMPANY]’s Enterprise Partner Program aimed to resell enterprise products.

42. “Good Industry Practices” means the exercise of degree of skill, diligence and prudence which is expected from a highly skilled, experienced and internationally recognized and reputed actor engaged in the same type of undertaking as the responsible Party under similar circumstances and acting generally in accordance with the prevailing laws, rules, regulations, codes and industry standards.

43. “Hardware (HW)” means all or any specific physical product manufactured by [COMPANY] and/or Third Parties. The term [COMPANY], Partner or Third Party used in conjunction with Hardware shall indicate the owner of the deliverable.

44. “Import & Export Documentation” means the documents that are commonly used in international trade (specific requirements may vary by destination and products) such as but not limited to import and export licences, End-Use Statements, certificates of Origin, customs declarations, customs payment documents as well as any primary documents potentially needed by a Party to fulfil its trade requirements.

45. “Installation Materials” means those equipments, add-ons and pieces required for the proper installation of the Products/Solutions such as but not limited to cabinets, cables, fixing and wiring parts, power supplies, antennae, earthing materials, etc. The term [COMPANY], Partner or Third Party used in conjunction with Installation Materials shall indicate the owner of the deliverable.

46. “Installed Base” means a comprehensive representation of the [COMPANY] Products/Solutions installed at the End-Customer Site such as but not limited to order numbers, ship dates, installation dates, quantities, parts numbers, serial numbers, software packages, licences, revision history, order dates, current status, etc.

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47. “Intellectual Property Rights (IPR)” means patents, patent applications, copyrights, mask works, trade secrets and industrial property rights in respect of any designs, formulas, trade secrets, technical information and software and any trademark, trademark applications, service marks, trade names and any other intellectual property rights.

48. “Lab System” means one or several sets of Products/Solutions to be used by Partner for laboratory use only and not intended for resale.

49. “Licence Key” (also called “Product Key”) means a unique code supplied by [COMPANY] under the terms of the Agreement and which is required to activate the Software and to authorize its user.

50. “Maintained Products(/Solutions)” mean those [COMPANY] Products(/Solutions) which are covered under a Maintenance Purchase Order in accordance to this Agreement. Other Products or Products additional to the number of Maintained Products listed in the relevant Maintenance Purchase Order are not covered by [COMPANY]’s Maintenance Services outside of Standard Warranty.

51. “Maintenance (Services)” means the aggregate of tasks to be carried out to the [COMPANY] Products/Solutions in order to identify and to correct the Problem, so as to bring the Product/Solution back to normal operational order in accordance with the Specifications and other services as described in Maintenance Conditions. The term [COMPANY], Partner or Third Party used in conjunction with Maintenance shall indicate the executor of this service.

52. “Maintenance Commencement Date” means the actual date at which the agreed Maintenance Services come into force with the Partner’s Maintenance Purchase Order.

53. “Maintenance Conditions” means the official [COMPANY] document (as may be periodically updated) that is published on the Partner Portal which contains the current set of conditions under which Maintenance Services are performed.

54. “Maintenance Release” means an incremental version release of the [COMPANY] Software designed to include specific corrections of programming errors and maintenance fixes not included in previous versions of the same type of Software.

55. “Maintenance Service Level” means the maintenance service commitments related to the “Gold” or “Bronze” support category as further described in Maintenance Conditions.

56. “Maintenance Support Package” means the bundled standard maintenance support deliverables as further described in Maintenance Conditions.

57. “Maintenance Support Service(s)” means the maintenance support activities as further described in Maintenance Conditions.

58. “Maintenance Term” means the actual period during which the [COMPANY] Maintenance Services are in force, starting at the Maintenance Commencement Date.

59. “Market Segment” means the aggregation of prospective End-Customers. 60. “Maximum Credit” means the maximum credit authorization granted by [COMPANY] to the Partner as

further stipulated in Article 14 and which the Actual Credit can in no event exceed. 61. “OEM Non-branded” means an OEM Product that retains its OEM branding identity but is sold by

[COMPANY]. 62. “OEM Re-branded” means an OEM Product that is branded, packaged and sold as if it were represented

to the market to have been designed and manufactured by [COMPANY]. 63. “Part” means a unit or constituent item of the Hardware (usually in the form of a FRU) that can be

separated from or attached to a system. 64. “Partner Maintenance Purchase Price (MPP)” means the contractually agreed upon price at which the

[COMPANY]’s Maintenance Services are actually purchased by the Partner. 65. “Partner Portal” means [COMPANY] web portal described in Partner Program Rules. 66. “Partner Product Price List (PPL)” means the [COMPANY] price baseline from which the Partner

Product Purchase Price is calculated in accordance with the Pricing Rules. The PPL is a part of the Products & Maintenance Services Catalogue and is published on the Partner Portal.

67. “Partner Product Purchase Price (PPP)” means the price at which the [COMPANY]’s Products/Solutions are actually purchased by the Partner.

68. “Partner Program Relationship” means the relationship - under the terms of the Agreement - between the Partner and [COMPANY] or between them and their Affiliates that became parties to this Agreement in accordance with Article 5 or Article 6.

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69. “Partner Program Rules” means the official [COMPANY] document (as may be periodically updated by [COMPANY]) made available to the Partner on the Partner Portal which contains describes the main rules of the Global Partner Program including but not limited to the Accreditation Requirements, accreditation level descriptions, marketing rules, rules of sales planning and forecasting and other practical aspects of the cooperation between [COMPANY] and its partners.

70. “Partner Purchase Price” means the general term comprising - as the context requires - Partner Product Purchase Price (PPP) and/or Partner Maintenance Purchase Price (MPP) and/or Partner Services Purchase Price (SPP).

71. “Partner Sales Manager” means the person - nominated each by Party - who carries out relationship management, deals with all commercial activities between the Parties and ensures effective communication in case of issues regarding the Partner Program Relationship.

72. “Partner Services Purchase Price (SPP)” means the contractually agreed upon price at which the [COMPANY]’s Professional Services are actually purchased by the Partner.

73. “Passive Sales” means responding to unsolicited requests from individual potential End-Customers including supplies of Products or rendering of Professional Services to such End-Customers. General advertising or promotion in media that reaches potential End-Customers outside the Partner’s Sales Territories or Market Segment but which is a reasonable way to reach End-Customers within the Partner’s Sales Territory and Market Segment are considered passive selling.

74. “Patch Release” means an immediate and temporary Software correction release in object code intended to remedy a malfunctioning or bug in the Software between two versions of the same Software.

75. “Physical Rolling Forecast” means a periodically updated estimation - minimum for the next six (6) months - of Partner’s future need of physical Products/Solutions (expressed in orderable or commercial items) allocated to [COMPANY].

76. “Pipeline Rolling Forecast” means a periodically updated estimation - for the next twelve (12) months - of Partner’s future orders and sales levels (including risk exposures) of [COMPANY] Products/Solutions.

77. “Pre-Sales (Services)” means the aggregate of tasks normally to be carried out before an End-Customer is acquired in order to qualify, manage, and close sales opportunities. The term [COMPANY], Partner or Third Party used in conjunction with Pre-Sales shall indicate the executor of this service.

78. “Pricing Rules” means the official [COMPANY] document (as may be periodically updated) made available by [COMPANY] to the Partner on the Partner Portal which contains various rules in accordance to which the Partner Purchase Price is established in the absence of a specific Quotations and which contains also rules in accordance to which some Quotations are issued.

79. “Problem” means the operational error or malfunctioning of Software or Hardware or parts thereof caused by a non-conformity between its observed performance and its corresponding Specifications.

80. “Product” means the Hardware, Firmware and/or Software product manufactured or delivered by [COMPANY] - possibly including Third Party products as it may exist or as may be amended from time-to-time, but excluding the corresponding [COMPANY] Professional Services. The term [COMPANY], Partner or Third Party used in conjunction with Product shall indicate the owner of the deliverable. “Sale”, “sales”, “sell”, “sold”, “selling” or any other comparable term that may refer to Product and implies Software and/or Documentation shall stand for the licence to use the Software and/or Documentation in accordance with the terms of the Agreement.

81. “Products & Maintenance Services Catalogue” means the official [COMPANY] document (as may be periodically updated) that is published on the Partner Portal which contains the then actual Product list and Product and Maintenance pricing elements of the [COMPANY] Products/Solutions.

82. “Professional Services” means any or all professional practices and undertakings (among others Deployment Services, Maintenance Services, Return For Exchange Services or consulting services) - in accordance to the terms and conditions of this Agreement - to be performed by a Party to achieve the agreed engagement. The term [COMPANY], Partner or Third Party used in conjunction with Professional Services shall indicate the executor of the service.

83. “Program Management” means the aggregate of tasks deemed necessary to carry the project through the entire life cycle such as project planning, project execution, project control and project hand-over. The term [COMPANY], Partner or Third Party used in conjunction with Program Management shall indicate the executor of this task.

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84. “Purchase Order” means a formal written purchase instruction issued by the Partner to [COMPANY] for the supply of Products and/or Professional Services including all necessary descriptions and identifications in accordance with the Agreement. The term Product, Certification Training or Professional Services used in conjunction with Purchase Order shall indicate the content of the Purchase Order.

85. “Quotation” means a formal written price quotation issued by [COMPANY] to the Partner for the supply of any [COMPANY] Products/Solutions or the rendering of any [COMPANY] Professional Services. The Quotation will be provided in the form of an individual price offer pursuant to the request for quotation from the Partner.

86. “Reasonable Effort” means, with respect to a given obligation, the efforts that a reasonable person would use so as to perform that obligation as expeditiously as possible and taking all the factors in the circumstances into consideration.

87. “Release” means (unless the release type is specified) all Software release types supplied under this Agreement.

88. “Released Products(/Solutions)” means the subset of Products as published at Partner Portal that [COMPANY] makes available under its Global Partner Program and for which Partner is authorized to resell under the Agreement..

89. “Remote Access” means the ability by [COMPANY] to log into the Products/Solutions installed at a Site from a remote distance and to perform Software Maintenance Services once a data connection has been established between such Site and [COMPANY] support centre(s).

90. “Repair (Services)” means the aggregate of tasks - including diagnosis and replacement or reconfiguration of components - necessary to restore the Part thereof to their normal operating conditions as mentioned in the Specifications. Repair may include - at [COMPANY]’s sole discretion, the swap of the Part thereof.

91. “Return For Exchange (Services)” means the provision of a replacement Part in exchange for a defective Part after the defective Part has been received by [COMPANY].

92. “Sales (Services)” means the aggregate of tasks carried out to actively sell Products and/or Professional Services such as but not limited to lead generation, opportunity management, etc. The term [COMPANY], Partner or Third Party used in conjunction with Sales shall indicate the executor of this service.

93. “Sales Territory” means a targeted geographical region or individual countries or country - specified in Exhibit 1 - in which the Partner can sell and deliver [COMPANY] Products/Solutions and Professional Services under the terms of this Agreement.

94. “Service(s)” means the general term comprising - as the context requires - Sales Services, Pre-Sales Services, Deployment Services, Field Engineering Services, Field Installation Services, Field Integration Services, Field Maintenance Services, Maintenance Services, Return For Exchange Services, Repair Services, Professional Services.

95. “Site” means the premises where the [COMPANY] Products are or have to be installed and operated. The term End-User or End-Customer or Partner used in conjunction with Site shall indicate the ownership.

96. “Software (SW)” means all or any part of the specific collection of the computer programs on suitable media in machine readable object code for the operation of the Product(s). The term [COMPANY] or Third Party used in conjunction with Software shall indicate the owner of the deliverable. Software shall include copies and all Releases thereof. “Sale”, “sales”, “sell”, “sold”, “selling” or any other comparable term that may refer to Software shall stand for the licence to use the Software in accordance with the terms of the Agreement.

97. “Solution” means an [COMPANY]’s integrated system and/or a specific network offering - consisting of [COMPANY] Products and possibly including Third Party Products relating thereto - in order to comply with the technical and operational requirements of the End-Customer.

98. “Spare Part” means an extra Part kept in reserve as replacement for a defective Part. Spare Parts are identified at the level of a FRU.

99. “Specification” means the official description - in documentary or other recorded form - that specify in a complete, precise, verifiable manner, the Products/Solutions and Professional Services, technical and performance requirements, design, operating conditions and other characteristics. The term [COMPANY], Partner or End-Customer used in conjunction with Specification shall indicate the owner of the document.

100. “Standard Warranty” means the assurance that the Products and/or Professional Services satisfy - for a limited period of time - the required quality or performance in accordance to the provisions of Article 18.

101. “Standard Product Warranty Period” means the term as described in Article 18.b.(iii). 102. “Standard Repair Warranty Period” means the term as described in Article 18.c.(ii).

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103. “Steering Committee” means the senior committee formed by the Parties in accordance to the provisions of the Partner Program Rules.

104. “Supplementary Service Fee” means additional charges - at the rates current at the time of the execution of the work or upon prior agreement between the Parties - for the provision of specific services by [COMPANY] that are not part of standard services deliverables.

105. “Third Party” means any party other than [COMPANY] or Partner or their Affiliates that become a party to this Agreement in accordance with Article 5 or 6.

106. “Trademark” means a distinctive name, word, phrase, logo, symbol, design, image or a combination of these elements - formally registered and legally restricted to the use by the owner - which are e.g. affixed by a Party on its products or the products’ packaging and documentation.