cpp partner charter standard en ed 19012011 - dacasimg.dacas.com/archivos/cpp partner charter...

All Rights Reserved © Alcatel-Lucent 2011Alcatel-Lucent

Partner Charter Indirect Resellers

January, 2011

All Rights Reserved © Alcatel-Lucent 2011

Purpose

Alcatel-Lucent Enterprise (hereinafter referred to as "A-LE") has set up a selective distribution network on the basis of objective and qualitative criteria, for the distribution of A-LE telecommunication products. The indirect part of its selective distribution network is based upon Value-added distributors (the “Value-Added Distributors”), selling A-LE products to indirect resellers, which in turn sell such products directly to End-Users (the "End-Users"). Distribution of A-LE products is subject to the compliance by the distributing entity with certain requirements (hereinafter referred to as "Accreditation" and/or "Specialization") as detailed in Alcatel-Lucent Converged Partner Program (hereinafter referred to as "CPP").

The purpose of this document (hereinafter referred to as the "Indirect Partner Charter") is to set the framework governing the rights and obligations of the undersigned company as an A-LE’ indirect reseller in A-LE’ selective distribution network (herein the "Indirect Reseller").

General Terms

Indirect Reseller will sell the A-LE products as listed in the attachment hereto (hereinafter referred to as the "Products"), to End-Users in a direct business model within a direct sales relationship with the End-Users and prospective customers. This includes, but is not limited to, commercial and sales relationships, pre-sales support, consulting, installation, and post sales support. Sales of Products to third parties other than End-Users or duly accredited A-LE Business Partners are not authorized. Value-Added Distributors from which Indirect Reseller will purchase the Products will be chosen by Indirect Reseller amongst duly accredited A-LE Value-Added Distributors. Indirect Reseller must comply with all the Accreditation or Specialization requirements defined in the CPP guide for A-LE indirect resellers made available in English language to Indirect Reseller (herein the “Program Guide”) for the targeted Accreditation level or the targeted Specializations such as, but not limited to:

- Proper lab and demo equipment

- Staff Certification

- Service Capabilities

- Business engagements

Indirect Reseller must also comply with certain specific terms and conditions related inter alia to A-LE trademarks, A-LE intellectual property, export control regulations, and business ethics, as set forth in a separate document made available to Indirect Reseller (hereinafter referred to as the "Legal Package"). Indirect Reseller acknowledges having read, understood and agreed to the terms of the Legal Package. A-LE may change the terms and conditions of the Legal Package as it deems reasonably necessary and will notify such changes on the Alcatel-Lucent Business Partner web site (herein referred to as the “Business Partner portal”).

Indirect Reseller Accreditation or Specialization

Indirect Reseller is granted a maximum of nine (9) months following the signature of this Indirect Partner Charter to successfully fulfil the Accreditation or Specialization requirements. Those requirements are defined in the Program Guide. Indirect Reseller acknowledges having read, understood and agreed to the terms of the Program Guide.

A-LE may change the Program Guide as it reasonably deems necessary and will notify Indirect Reseller of such changes. Publishing of such Program Guide on the Business Partner portal will be considered as sufficient notice. Indirect Reseller will be granted a maximum of six (6) months following the publication of such new Program Guide to comply.

Once Accredited or Specialized, Indirect Reseller will have access to the rights associated with the particular Accreditation or Specialization, as described in the Program Guide. In the event Indirect Reseller receives rights which it is not entitled to receive (for example in the event Indirect Reseller does not comply with the Accreditation requirements), A-LE reserves the right to withdraw such rights and as applicable require Indirect Reseller to refund any corresponding financial benefits.

A-LE reserves the right to audit Indirect Reseller upon a fifteen (15) day prior written notice in order to verify Indirect Reseller’s compliance with the particular requirements associated with its Accreditation level or Specialization. Audits may be performed either by A-LE or by any independent third party contractor designated by A-LE and may be performed on-site. Indirect Reseller agrees to provide all the information requested by the auditors, including but not limited to, providing accurate responses to questions from the auditor, appropriate documentation, personnel employment status, personnel training status and personnel certification status (e.g. ACFE), subject to legally applicable restrictions.


Accreditation Incentive program When set forth in the Program Guide, an Accreditation Incentive Program applies in order to encourage A-LE’s Indirect Resellers obtaining, maintaining or improving their Accreditation level. The Accreditation Incentive Program is an annual program offered to all Indirect Resellers purchasing from Value-Added Distributors duly accredited by A-LE, and starting on the date specified on the Business Partner portal. When the program is applicable according to the Program Guide, it ends at the end of the calendar year and may be extended for the next year by A-LE at A-LE’s discretion. Indirect Reseller can benefit from the Accreditation Incentive Program subject to the compliance by Indirect Reseller with the conditions detailed below. Under this program, Indirect Reseller will accrue fees (the “Fees”) in consideration of the fulfilment of its Specialization and Accreditation according to the Program Guide. The Fees shall accrue on a monthly basis, and shall be the result of the application of a percentage on the monthly revenue (the “Monthly Revenue”) for the Products covered by the achieved Specializations as defined in the Program Guide and declared by Value-Added Distributor to A-LE through the monthly POS report uploaded on the Business Partner portal. The Monthly Revenue is defined as the actual amount in euro of purchases of Products, invoiced by the undersigned Value-Added Distributor to the Indirect Reseller during each calendar month, VAT excluded. The percentage used to calculate the Fees will depend on the level of Specialization duly obtained or maintained by Indirect Reseller at the time of accrual period (Standard or Advanced) and will be mentioned in the Program Guide. The Fees which could be claimed by Indirect Reseller to the Value-Added Distributor will be mentioned on the Business Partner portal. Benefiting from the Fees shall require the complete fulfilment by Indirect Reseller of its own payment obligations towards Value-Added Distributor. During the validity of the Accreditation Incentive Program, A-LE will, on a quarterly basis, issue a credit-note to the Value-Added Distributor, which will include the total amount of the Fees accrued for Indirect Reseller over the quarter, and calculated on the basis of the Monthly Revenue for the Products covered by the achieved Specializations for Indirect Reseller, and declared by the undersigned Value-Added Distributor to A-LE through the monthly POS report. By signing this Indirect Partner Charter, the Value-Added Distributor undertakes to pay the amount of Fees, either by credit-note or by other means of payment to the Indirect Reseller, within a reasonable period of time after receiving the funds from A-LE (1 or 2 months or according to a common agreement with the Indirect Reseller), and shall in doing so clearly indicate to the Indirect Reseller that the amount is credited or paid as part of the A-LE Incentive Program. If the Value-Added Distributor fails to provide A-LE with a monthly POS report, or fails to pay the Fees to the Indirect Reseller as per the terms above, assuming A-LE has issued the right credit note to the undersigned Value-Added Distributor as per the terms above, A-LE shall not be held responsible or liable to Indirect Reseller, and Indirect Reseller shall claim the payment of such Fees only from the undersigned Value-Added Distributor.

Notices All notices under this Indirect Partner Charter shall be issued in writing and shall be delivered to the following addresses:

to the Indirect Reseller: to A-LE:

______________________________________________________ Alcatel-Lucent Enterprise

______________________________________________________ Partner Program Operations

______________________________________________________ 1 route du Dr Schweitzer

______________________________________________________ 67408 ILLKIRCH Cedex

______________________________________________________ France

______________________________________________________

Liability

A-LE will not be liable for any direct, indirect, incidental, special, or consequential damages including, but not limited to, loss of profit, revenue or business opportunity due to Accreditation, non-Accreditation, or non renewal of the Accreditation or termination of this Indirect Partner Charter for whatever reason. In any event, Indirect Reseller shall not be entitled to any compensation for loss of anticipated profits or overheads caused by the withdrawal of the Accreditation or the termination of this Indirect Partner Charter for whatever reason.


Termination

In case Indirect Reseller becomes aware that it is no longer compliant with any of the Accreditation requirements, Indirect Reseller will notify A-LE no later than thirty (30) days after becoming aware of its non compliance. Upon receipt of such notice A-LE may provide a thirty (30) day period or any other grace period to Indirect Reseller to cure the default. Failure to inform A-LE within the period here above mentioned will void any right to benefit from a grace period.

If Indirect Reseller breaches any of the provisions of this Indirect Partner Charter and/or the Legal Package, and/or the Program Guide, A-LE may terminate this Indirect Partner Charter, the Accreditation and the Specialization immediately by written notice.

If the breach is capable of cure, A-LE may however grant Indirect Reseller a written notice to cure the breach within thirty (30) days or another specific grace period. If A-LE gives such notice and the breach is not cured within the grace period, then this Indirect Partner Charter, the Accreditation and the Specialization shall immediately terminate by the end of such grace period without prejudice to any other rights A-LE may have due to such Indirect Reseller’s breach.

In case of termination or expiration of this Indirect Partner Charter, the Accreditation and/or the Specialization, Indirect Reseller shall immediately (i) stop to purchase the Products, (ii) stop to distribute such Products (except its current stock), (iii) destroy, or return to A-LE all commercial and technical information related to the Products or to the distributorship network, and (iv) cease to use any of the A-LE trademarks or any of A-LE’s intellectual property rights licensed by A-LE under this Indirect Partner Charter, the Business Partner portal, the Accreditation and/or the Specialization. Termination or expiration of this Indirect Partner Charter immediately entails the termination of the then current Accreditation and/or Specialization, even if such Accreditation and/or Specialization has been granted for a period expiring after the date of termination of this Indirect Partner Charter.

Intellectual Property Rights

When distributing software Products to End-Users, Indirect Reseller shall use software license terms substantially equivalent or similar to those made available by A-LE on the Business Partner portal, as referred to in the Legal Package.

As long as Indirect Reseller’s Accreditation is in force, Indirect Reseller is entitled to use A-LE' trademarks solely for the sale and/or promotion of the Products from its place of establishment located in the territory as mentioned in the Country/Territory field of the attached form. Such use shall be in accordance with the terms and conditions set forth in the Legal Package. This authorization is non-exclusive, non-transferable and grants the Indirect Reseller no rights to the A-LE trademarks.

Term

Unless prior terminated according to section “Termination” above, this Indirect Partner Charter is valid from the date of its signature until the end of the year it was signed. Thereafter, this Indirect Partner Charter will be renewed on a yearly basis for terms of one (1) year each, unless terminated by either A-LE or Indirect Reseller with a three (3) month prior written notice to the other party before the end of the current term.

When granted, Accreditation is valid for a calendar year period, unless terminated according to the terms of this Indirect Partner Charter. Renewal of Accreditation will be made at the end of each calendar year provided Indirect Reseller complies with the corresponding requirements. A grace period may be granted by A-LE to Indirect Reseller in case of failure to comply with any of the Accreditation or Specialization criteria at the renewal date. Unless Indirect Reseller complies with the Accreditation or Specialization requirements within this grace period, the Accreditation or Specialization shall be lost and this Indirect Partner Charter may be terminated by A-LE according to the section “Termination” above.

Applicable law - Disputes

The Indirect Partner Charter shall be governed by, and construed in accordance with, the laws of France, without giving effect to its conflicts of laws principles. All disputes between the Parties, arising from or in connection with this Indirect Partner Charter, which cannot be settled amicably shall be finally settled under the Rules of Arbitration and Conciliation of the International Chamber of Commerce by three (3) arbitrators appointed in accordance with said Rules. The arbitration shall take place in Paris, France and shall be conducted in English.


Signature

Indirect Reseller accepts the Indirect Partner Charter terms and conditions, including the Legal Package. This Indirect Partner Charter includes attachment 1 (Indirect Reseller Details) and attachment 2 (Business Plan) which must be filled-in by Indirect Reseller before signing. For the Indirect Reseller

Indirect Reseller stamp Date:

Signed by:

Title:

Address:

Signature:

For the Value-Added Distributor

Value-Added Distributor stamp

Date:

Signed by:

Title:

Address:

Signature:

CRD Id:

The Indirect Reseller should return this Indirect Partner Charter duly filled-in and signed to its Value-Added Distributor. The Value-

Added Distributor shall then sign this Indirect Partner Charter and return it to the relevant A-LE channel manager.


Attachment 1. Indirect Reseller Details

Indirect Reseller’s company:

Name: Address:

Zip code: City:

Country: Phone :

Sales territory: Fax:

Place of registration: Web site:

Registration Nr: VAT Nr (for EU countries) : Indirect Reseller’s Main Contacts:

Indirect Reseller’s Company Manager Indirect Reseller’s Marketing Manager Last name: Last name:

First name: First name:

Phone: Phone:

Fax: Fax:

email: email:

By checking this box the Company Manager accepts to be the Alcatel-Lucent Enterprise Prime Contact

By checking this box the Marketing Manager accepts to be the Alcatel-Lucent Business Partner Web Site Contacts Manager

If not, please designate someone else: If not, please designate someone else:

Indirect Reseller’s Technical Manager Indirect Reseller’s Sales Manager Last name: Last name:

First name: First name:

Phone: Phone:

Fax: Fax:

email: email: By checking this box the Technical Manager accepts to be the Alcatel-Lucent Enterprise Certification Supervisor

If not, please designate someone else:


Attachment 2. Business Plan

Indirect Reseller Business plan Targeted

Specializations (*)

Total year

Kcurrency

IP Telephony & Applications

Office Communications Solutions for SMBs (Incl. Handsets, Management, Mobility & Voicemail apps.)

OmniPCX Enterprise Business & Corporate, BiCS (Incl. Handsets, Management, Mobility & Voicemail apps.)

IP Telephony Total

OmniTouch Contact Centers Standard Edition, Genesys Compact Edition

Instant Communication Suite (Former : OTUC)

Video Collaboration Solutions

Applications Total

TOTAL

Data

Netw

orks

Data Networking (Incl. 6200, 6400, 6850, 9000 and 10K series, Wlan, WAN ...)

TOTAL

Security

products

Security products (Incl. OmniAccess 8550 Web Service Gateway, Fortinet, Cybergatekeeper, OmniAccess

Guardian, Quarantine manager)

TOTAL

Netw

ork

management

VitalSuite Performance Management Software

VitalQIP IP Address Management

TOTAL

Business plan TOTAL (*) Indirect Reseller should indicate by ticking the field which Product line it is interested to sell, and as much as possible the level of business Indirect Reseller is expecting

cpp partner charter standard en ed 19012011 - dacasimg.dacas.com/archivos/cpp partner charter...

Documents