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Aria Technologies Channel Partner Agreement

For [Insert Partner Company Name]

Attachments [None] Attachment Added [Date]

Aria Technologies Channel Partner Agreement – V1.2PA AT -CPA1.2 -250909rp

Partner Designation: (Insert)

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Table of ContentsClause Page1. DEFINITIONS.............................................................................................................................................................32. SCOPE AND GRANT OF RIGHTS.....................................................................................................................43. TERM.............................................................................................................................................................................44. RELATIONSHIP.........................................................................................................................................................55. PARTNER DESIGNATION REQUIREMENTS...............................................................................................86. TRAINING..................................................................................................................................................................107. ORDERS.....................................................................................................................................................................118. MARKETING.............................................................................................................................................................129. PRODUCT INFORMATION.................................................................................................................................1310. TECHNICAL SUPPORT...................................................................................................................................1511. ENGINEERING CHANGES.............................................................................................................................1612. REPAIRS................................................................................................................................................................1713. DELIVERY, TITLE, RISK OF LOSS, AND CANCELLATION...........................................................1714. PRICES, TAXES, COSTS AND PAYMENT.............................................................................................1715. TRADING TERMS AND PAYMENT............................................................................................................1916. MINIMUM PURCHASE TARGET.................................................................................................................1917. RETURN FOR CREDIT....................................................................................................................................2018. SOFTWARE LICENSES...................................................................................................................................2119. LIMITED WARRANTIES.................................................................................................................................2120. CONFIDENTIAL INFORMATION................................................................................................................2321. LIMITATION OF LIABILITY..........................................................................................................................2422. CESSATION OF MANUFACTURE, ALTERNATION AND RELEASE...........................................2423. PARTNER DESIGNATION BENEFITS......................................................................................................2524. TERMINATION...................................................................................................................................................2525. NOTICES...............................................................................................................................................................2626. INSURANCE.........................................................................................................................................................2727. GENERAL..............................................................................................................................................................2728. ENTIRE AGREEMENT......................................................................................................................................28ANNEX A: TERRITORY.................................................................................................................................................30ANNEX B: AUTHORISED PRODUCTS...................................................................................................................31ANNEX C: MINIMUM PURCHASE TARGET & FACTOR................................................................................32ANNEX D: SOFTWARE USE AGREEMENT..........................................................................................................33ANNEX E: TRADING TERMS.....................................................................................................................................36ANNEX F: DELIVERY INFORMATION...................................................................................................................37ANNEX G: PRODUCT WARRANTY AND END-OF-LIFE SUPPORT..........................................................38ANNEX H: REPAIR PROCESS...................................................................................................................................41ANNEX I: RETURN FOR CREDIT............................................................................................................................43ANNEX J: COOPERATIVE MARKETING FUNDS – ADVERTISING REBATE........................................44ANNEX K: PARTNER SUPPORT CAPABILITIES...............................................................................................45ANNEX L: PARTNER LOYALTY PROGRAMS....................................................................................................48ANNEX M: RESELLERS................................................................................................................................................50ANNEX N: TRADEMARK, BRANDING & LOGO GUIDELINES...................................................................51

ATTACHMENTS…………………………………………….………………………………………………………………..


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This Partner Agreement (“Agreement”) is entered into by and between:

Aria Communications Pty Limited, (t/a Aria Technologies) of 895 Wellington Rd, Rowville VIC 3178 (ABN 22 090 723 925) (“ARIA”);

and [Channel Partner Name], of [Address] (ABN/ACN XX XXX XXX XXX) (“Channel Partner”).

1. DEFINITIONS

For the purpose of this Agreement, certain terms have been defined below:“Affiliates” means Aria Communications Pty Ltd (t/a Aria Technologies), an Australian company and member of the CDM Group, and any subsidiary of Aria Communications Pty Ltd or of the CDM Group, LG-Nortel Co. Ltd, a Korean company and any subsidiary of that Company and ShoreTel Inc., an American company and any subsidiary of that Company. “AriaCare” means Aria Product installation and/or maintenance division, or approved contractor, authorized and licensed by Aria to provide such services for and on behalf of AriaCare division. Where the Channel Partner is or becomes a ‘Sales-only’ organisation and AriaCare is appointed as the Channel Partners installation and maintenance provider for all Channel Partner sales, then the Channel Partners technical responsibility is limited to ensuring that the product sold is engineered, equipped and ordered from Aria in accordance with the Channel Partners offer and quotation to the End User and acceptance thereof. In this situation, a new ‘Sales-only’ contract removing support responsibility from the Channel Partner to AriaCare will be issued to the Channel Partner.“Authorised Products” means the Products specified as authorised by ARIA for resale by the Channel Partner in Annex B (as amended from time to time in accordance with this Agreement).“Contract Year” means each Australian Financial year commencing July 2009 (except that, in relation to the first Contract Year during the Term, that Contract Year shall commence on the Effective Date and end on 30 June 2012).“Data Products” means ARIA supplied data devices or appliances such as switches, hubs, routers, AT’s etc.“Designation” means the relevant Channel Partner classification – Platinum, Gold, Silver or Bronze.“Distribute” or “Distribution” means the offer, sale, lease or rent of Hardware to Channel Partners and the granting of licences to Channel Partners to sub-licence Software to End Users in connection with designated Hardware, in accordance with the terms and conditions of this Agreement.“Effective Date” means the date specified in clause 3.“End User(s)” means a person or entity that acquires Products, for its internal business use within the Territory, and not for resale.“Factor” means the multiplier applied to the Listed Wholesale Price (LWP) to obtain the Partner Wholesale Price (PWP).“Hardware” means a machine or components manufactured for or by, or under licence from, ARIA or any of its Affiliates.“Aria Technical Support” means the support services offered by ARIA defined in Clause 10.“Minimum Purchase Target” has the meaning given in Clause 16.“Order” has the meaning given in clause 7.“Partner Designation Benefits” means differing rewards and benefits available relative to the Channel Partners Designation as specified in Clause 23 and detailed in Annex L.“Price List” means ARIA authorised price list including any current ARIA ‘FastQuote’ configuration and pricing software program for each Product in effect from time to time in the Territory.


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“Product(s)” means any Hardware, Software or Third Party Vendor Item provided under this Agreement.“Product Authorisation” means the process of obtaining authorisation from ARIA to resell Product(s).

“Product Authorisation Criteria” means the product authorisation criteria relating to the Partner Program as set out throughout this document, as may be amended from time to time.“Purchase Period” has the meaning given in Clause 16.“Quarter” means a three-monthly period commencing 1 July, 1 October, 1 January and 1 April in an Australian Financial year. “Reseller” means a sub-dealer duly authorized and appointed by an Approved ARIA Gold or Platinum Partner and endorsed by ARIA to resell specific, limited ARIA products.“Sales-Only Organisation” means a Channel Partner appointed to sell the Products only and deliver contract fulfilment by utilizing the services of AriaCare or another approved service organisation for installation, maintenance and training. (See “AriaCare”) “Service(s)” means the activities to be undertaken by ARIA and /or its Affiliates pursuant to product and/or Channel Partner support, including but not limited to, engineering, installation, maintenance, implementation, design, consulting, business planning, network planning and analysis.“Software” means software consisting of machine-readable instructions, its components, data, audio-visual content (such as images, text, recordings or pictures) and related licensed materials including all whole or partial copies, which is to be loaded or otherwise incorporated into the memory of a Product’s central processing unit(s), and which shall be owned or licensed by ARIA, its parent or one of its subsidiaries or affiliates, and is copyrighted and licensed, not sold. “Technical Certification” means acquiring and maintaining technical understanding and competency to adequately build, service and maintain the Product(s), measured by undertaking training and passing requisite theoretical and practical examinations conducted by ARIA and/or other organisations as stipulated by ARIA.“Third Party Vendor Item” means hardware and/or software not manufactured by, or under licence from, ARIA or any of its Affiliates, supplied to the Channel Partner under this Agreement.“Territory” means the territory specified in Annex A.“Trademark” means a trademark, trade name, identifying mark or characteristic or other equivalent used by ARIA, its Affiliates or a third party on or in connection with the Products or associated manuals, promotional or sales brochures or other materials.“Voice Products” means all product portfolios identified in Annex B as Voice Products.“Volume Rebate” means the ARIA Volume Rebate Program described in Annex L and as part of the ARIA Partner Rewards Program.

2. SCOPE AND GRANT OF RIGHTS

Unless otherwise specified in this Agreement, the Channel Partner may purchase Products under this Agreement for its internal use within the Territory. For Authorised Products, the Channel Partner is hereby granted a personal, non-transferable, non-exclusive right to:

a) purchase Hardware for resale to End Users in the Territory; and

b) in the case of Gold or Platinum Partners, sub-licence to Resellers in the Territory Software licensed by ARIA, for the purposes of those Resellers granting a sub-licence to End Users within the Territory.

The Channel Partner shall not sell or export Products outside the Territory. The Channel Partner must not: (i) purchase Products for the purposes of resale in the Territory from any person other than ARIA; nor (ii) resell in the Territory Products purchased from any person other than ARIA.


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3. TERM

This Agreement is effective as of insert date (“Effective Date”), and shall terminate on 30th June 2012, unless otherwise terminated in accordance with this Agreement. The period from the Effective Date to 30th June 2012 is hereafter referred to as the “Term”. The parties will commence discussions concerning renewal of this Agreement at least thirty (30) days prior to the end of the Term.

4. RELATIONSHIP

4.1 Each party agrees that:

a) The Channel Partner is an independent contractor and that this Agreement is non-exclusive;

b) Neither party is a legal representative, employee, franchisee, agent or partner of the other;

c) This Agreement does not create a joint venture between the parties or any arrangement to agree to a sharing of profits and losses;

d) Each party is responsible for its own expenses in meeting its obligations under this Agreement;

e) Neither party will create or assume any obligations on behalf of the other or make any representations or warranties on behalf of the other, unless expressly authorised in writing;

f) Each party agrees that it has the full power and authority to enter into this Agreement and carry out the actions contemplated;

g) The parties will develop and execute a joint business plan to grow the distribution business of ARIA Products and Services through the Channel Partner. The business plan shall have annual objectives, and progress shall be jointly reviewed quarterly;

h) ARIA may discontinue/retire a Product or Service upon sixty (60) days written notice, upon the expiry of which all of ARIA’s obligations, and all of the Channel Partner’s rights under this Agreement in relation to such Products, shall cease. This clause does not affect any unexpired warranty in relation to such Products, or the unexpired term of any then current support services contract covering the Products;

i) In the event of any third party claim or defence or prosecution of any litigation, including but not limited to the enforcement of ARIA’s rights in Software, each party shall provide to the other such assistance as may be reasonably required;

j) ARIA does not guarantee the results of any of its marketing plans or programs; and

k) Except for non-payment, neither party will bring a legal action under this Agreement more than two years after the cause of action arose.

4.2 The Channel Partner agrees to:

a) Employ a competent and aggressive sales organisation and provide appropriate facilities, tools and equipment to sell the Products in accordance with this Agreement; and


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b) If the Partner is a Full-Service partner, employ competent, appropriately trained and adequately resourced technical support personnel to install and maintain the Products in accordance with this agreement and ensure a minimum number of these personnel attain Technical Certification. Where AriaCare is employed as the Channel Partners installation and/or maintenance provider, a new contract removing support responsibility from the Channel Partner to AriaCare will be issued;

c) Perform or comply with the terms and conditions specified in relation to the Products in this Agreement and any other discount or promotional program implemented by ARIA in which the Channel Partner is invited to participate;

d) Offer to all End Users to whom the Products are supplied, a warranty for each Product sold which is substantially the same as the warranty extended to the Channel Partner by ARIA for the same Product;

e) Meet any minimum purchase requirements that ARIA may establish for a Product or line of Products in accordance with clause 16 and quarterly sales targets (Annex C);

f) Be responsible for addressing all warranty issues with its End Users and for that portion of any warranty which exceeds, whether in time or scope, that provided for the applicable Product to the Channel Partner by ARIA;

g) Comply with and meet or exceed all Product Authorisation Criteria relevant to the Channel Partners Designation which ARIA assigns to the Channel Partner in accordance with Clause 5;

h) Comply with and meet or exceed all applicable industry standards for sales and installation of the Products resold by the Channel Partner under this Agreement;

i) Comply with and meet or exceed the engineering and technical standards set forth in relation to the Designation which ARIA assigns to the Channel Partner (Annex K);

j) Be responsible for End User satisfaction for all the Channel Partner activities with End Users, and in the case of Gold or Platinum Partners, its Resellers and their End Users (Annex K);

k) At its own expense achieve and maintain Product Authorisation and Technical Certification as specified by ARIA for the Authorised Products in accordance with the Channel Partners Designation;

l) Supply and install the Authorised Products in accordance with the terms and conditions of this Agreement in the Territory in a manner which will neither damage the quality or functionality of the Products nor require extraordinary technical support from ARIA;

m) Promptly make available to ARIA any documents that the Channel Partner is required to maintain under this Agreement (for example, End User detail for Software licensing where applicable);

n) Be responsible for sending the Channel Partner employees or subcontractor employees to required training and paying for such training;

o) Promptly bring to ARIA’s attention any actual or threatened infringement of, challenge to or unauthorised use of the Trademarks or other rights of ARIA or its Affiliates in or to the Products and the Third Party Vendor Items, and give ARIA such assistance as it may reasonably request (at ARIA’s reasonable expense) in taking such action as ARIA may elect in enforcing or defending such rights;

p) Provide and maintain technical knowledge and inventory and any other services required to fully support the sale of the Authorised Products in the Territory and the


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End Users acquiring the Authorised Products from the Channel Partner or in the case of Gold or Platinum Partners, from the Channel Partners authorised Resellers (Annex K);

q) Indemnify and hold harmless ARIA and its Affiliates from and against any loss, damage, liability or expense (including legal expenses), whether direct, indirect or consequential which may be incurred by or claimed against ARIA by reason of warranties or representations given by the Channel Partner or by reason of the laws of the Territory, to the extent that such warranties, representations or laws impose on ARIA’s obligations that are more onerous than those which ARIA would otherwise have pursuant to the warranties and limitations of liability set out in this Agreement or which ARIA or its Affiliates may suffer or incur as a result of or in connection with the performance of the Channel Partner hereunder, including without limitation any breach by the Channel Partner of the terms hereof or any negligence, fraud or wilful act or omission of the Channel Partner or any of its employees, agents, contractors or others for whom the Channel Partner is legally liable.

r) Use the password protected ARIA websites solely in furtherance of activity under this Agreement and take all steps required to safeguard password protected ARIA websites from unauthorised use;

s) Provide all End Users (or duly authorised Resellers) with:

i. Documentation and/or instruction highlighting the risk of toll fraud;

ii. (without limiting the foregoing) copies of all toll fraud minimisation information and other literature provided or recommended by ARIA from time to time as well as the toll fraud minimisation information and strategies advised during relevant technical training, posted on the Channel Partner website www.ariatech.com.au/partners and accessible by searching for "toll fraud", and which the Channel Partner shall access at the time of sale and provide to End User, and the Channel Partner shall indemnify ARIA in relation to all claims or proceedings brought against ARIA by End Users and/or Resellers in relation to toll fraud suffered by such End Users and/or Resellers to the extent they arise due to breach by the Channel Partner of this Clause;

t) Comply with all applicable law and regulations in the Territory.

4.3 The Channel Partner shall:

a) not convert, adjust, alter or modify Products, except to the extent such action is in strict accord with the Product specifications, or is authorised in writing by ARIA;

b) not remove, alter, disconnect or negate any of the safety features incorporated into Products;

c) not sell or distribute any Products outside the Territory or otherwise deal with the Products in any manner other than the manner authorised by this Agreement;

d) use its best endeavours not to sell or distribute any Product to any person who will on-sell the Product outside the Territory;

e) not sell or distribute any Products in respect of which it does not hold, or is not entitled to the benefit of, all necessary regulatory approvals.


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http://www.ariatech.com.au/partners

4.4 ARIA agrees to:

a) Provide marketing and promotional support to the Channel Partner;

b) Provide and maintain both public and Partner websites, including Help-desk portal and e-commerce;

c) Provide certain administrative support to the Channel Partner;

d) Make available various forms of training to the Channel Partner, either through ARIA or such parties as may be identified by ARIA, on such terms and conditions as ARIA may specify in technical or other training catalogues or other appropriate forms of written notice to the Channel Partner;

e) Provide engineering and technical support to the Channel Partner;

f) Provide turnkey repair and/or replacement services for Products both in and out of warranty, excluding Products which have ceased manufacture and exceeded “End-of-Life Support” as set out in clause 22.

g) Provide the additional distributor benefits set out in clause 23 and Annex L.

5. PARTNER DESIGNATION REQUIREMENTS

5.1 Basic Criteria

In order to access particular benefits applicable to particular Designations (eg, Silver, Gold, Platinum), the Channel Partner must satisfy the Product Authorisation Criteria specified as applicable to the relevant Designation (e.g. achieve minimum revenue targets, complete relevant Product Authorisation procedures and training etc). Certain of the specific requirements and criteria are set out in Annexes, and ARIA has provided, and the Channel Partner has reviewed, all Annexes and exhibits relevant to the level of Designation in respect of which the Channel Partner is granted. Additional benefits relative to the Channel Partners Designation are detailed in Partner Loyalty Programs, Annex L. Nominal sales target guidelines for Channel Partner Designation vary significantly by location, available market, market penetration, number of Channel Partners, competing vendors etc and should be discussed with the ARIA Channel Manager.

5.2 Product Authorisation:

a) The Channel Partner’s right to purchase and resell Products is based upon the Channel Partner completing the Product Authorisation Criteria in the relevant appendices. Annex B sets out, among other things, the Authorised Products which the Channel Partner is authorised to resell. Annex B may be updated from time to time in accordance with this Agreement. Once ARIA is satisfied that the Channel Partner has satisfied the relevant Product Authorisation Criteria, it shall grant Product Authorisation in respect of the relevant Product, by issuing an amended Annex B and including in the authorisation column the date at which ARIA was satisfied that the Product Authorisation Criteria were satisfied (it is noted that where the Channel Partner gained an authorisation prior to the date of this Agreement, the authorisation date shown in the authorisation column will refer to that date which precedes the date of this Agreement). For the avoidance of doubt, ARIA retains absolute discretion as to the Products which the Channel Partner shall from time to time be permitted to resell. The Channel Partner has no unilateral right to be granted Product Authorisation in respect of a Product merely by virtue of having satisfied the relevant Product Authorisation Criteria. The Channel Partner agrees that if it chooses to commence any such


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procedures, training or other requirements in relation to Products other than those listed in Annex B, it will do so at its own expense. The Channel Partner also acknowledges that if it chooses to undertake “pre-emptive” training in order to gain Product Authorisation for a product, ARIA is under no obligation to grant such Product Authorisation, and may do so at its discretion.

b) In certain instances the Channel Partner may become aware of an opportunity to bid or sell a ARIA product in respect of which the Channel Partner is not Authorised. In these circumstances:

i. the Channel Partner may request that it be Authorised in respect of that Product on a provisional basis in accordance with this sub-clause 5.2 b) (“Provisional Authorisation”);

ii. where the Channel Partner requests Provisional Authorisation, ARIA may grant or withhold that authorisation in its absolute discretion;

iii. if ARIA grants Provisional Authorisation:

a. the Channel Partner must issue a non-revocable order for the training, and if deemed applicable by ARIA, demonstration kit purchases required in accordance with the Product Authorisation Criteria;

b. ARIA shall issue the Channel Partner with a new Annex B reflecting the Provisional Authorisation;

c. the Channel Partner must as soon as possible, and in any case not later than 6 months from the date of Provisional Authorisation, satisfy all Product Authorisation Criteria for the relevant Product; and

d. subject to this sub-clause 5.2 b), the Channel Partner may exercise all rights, and must abide by all obligations, under this Agreement in relation to the relevant Products as though they were Authorised Products;

iv. if the Channel Partner fails to satisfy all Product Authorisation Sales training Criteria for the relevant Product within 6 months of the date of Provisional Authorisation, the Provisional Authorisation automatically lapses and the Channel Partner’s rights under d) above cease without further notification from ARIA;

v. if the Channel Partner does satisfy all sales training Product Authorisation Criteria for the relevant Product within 6 months of the date of Provisional Authorisation, the Channel Partner shall be formally granted Product Authorisation in respect of that Product and ARIA shall issue the Channel Partner with a new Annex B reflecting the Product Authorisation.

c) From time to time ARIA may:

i. require the Channel Partner to refresh certain of its Product Authorisations (eg by way of refresher training) in order to retain relevant Product Authorisations, and the Channel Partner shall comply with those requirements. If the Channel Partner fails to comply with those requirements ARIA has the right to revoke Product Authorisation in respect of relevant Products until such time as the Channel Partner satisfies those requirements (in which case ARIA shall issue a revised Annex B reflecting the amended level of Product Authorisation), or (at ARIA’s option) to agree an alternative remedial strategy with the Channel Partner and the Channel Partner will fully cooperate in such process; and


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ii. conduct an audit of the Channel Partner’s ongoing satisfaction of all criteria and requirements relevant to the Designation in respect of which ARIA has granted the Channel Partner accreditation, and the Channel Partner must provide ARIA with all relevant documents and other material reasonably requested in this regard. If the audit reveals that the Channel Partner fails to comply with those criteria and requirements, ARIA will work with the Channel Partner to determine strategies whereby the Channel Partner may satisfy those criteria. If no such strategies can be developed, or if those strategies also fail in ARIA opinion, ARIA has the right to revoke the Channel Partner’s Designation and access to associated benefits, or to suspend the Channel Partner’s Designation and access to associated benefits until such time as the Channel Partner rectifies the deficiencies. If after a period of time the Channel Partner is unable to rectify such deficiencies, ARIA has the right to revoke the Channel Partner’s Designation and access to associated benefits indefinitely.

5.3 Demonstration Facilities

The Channel Partner agrees to provide and maintain demonstration facilities suitable for End User demonstrations and/or testing unless exempted by ARIA in writing. The format and content of the demonstration facilities are to be jointly agreed by the Channel Partner and ARIA as part of the annual business planning process.

5.4 ARIA Dedicated Resources

The Channel Partner agrees to provide experienced and competent resources in a business development function that are fully dedicated to developing and growing ARIA Product sales within the Channel Partner’s business.

The Channel Partner agrees to provide experienced and competent resources in an End User (Customer) support and service function that are available to manage installations, maintenance, ongoing service and user training.

The number of these resources will be in keeping with the Channel Partners Designation, Product Authorisation, Sales Targets, Resellers (if applicable) and installed base of ARIA Product and the minimum numbers of these resources shall be agreed between the Channel Partner and ARIA at the commencement of the Term of this contract.

5.5 Resellers Where the Channel Partners Designation is Platinum or Gold, the Channel Partner may elect to appoint a Reseller or number of Resellers to resell specific, limited ARIA products. Such Resellers (sub-dealers) shall be appointed strictly in accordance with Annex M and duly authorized and endorsed by ARIA.

6. TRAINING

6.1 Product Training

a) Product sales training shall be offered and provided to the Channel Partner on such terms and conditions as ARIA may specify on the Partner Website (Training) or other appropriate forms of written notice to the Channel Partner and, unless otherwise specified by ARIA, shall be strictly limited to bona-fide employees of the Channel Partner and/or bona-fide employees of the Channel Partner's Resellers authorised by ARIA in writing.

b) ARIA will provide Product Sales training free of charge.


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6.2 Technical Training

Training shall be offered and provided to the Channel Partner on such terms and conditions as ARIA may specify on the Partner Website (Training) or other appropriate forms of written notice to the Channel Partner and, unless otherwise specified by ARIA, shall be strictly limited to bona-fide employees of the Channel Partner and/or bona-fide employees of the Channel Partner's subcontractors authorised by ARIA in writing. In all cases in which the Channel Partner wishes ARIA to accept employees of subcontractors for training, the Channel Partner shall identify such employees, and ARIA shall invoice the Channel Partner, which shall be responsible for paying for such training.

a) Training schedules for technical product training, along with enrolment details, syllabi and course charges, will be published well in advance on the Partner Website (Training). To ensure that sufficient hands-on experience and individual trainer attention is provided, numbers for technical training courses are strictly limited.

b) On successful completion of each course, the Aria Technologies trainer will issue a Certificate of Attainment relative to the specific LG or ShoreTel product trained on, and the ARIA Product Support Group (PSG) will record these details. Technical assistance (Help-desk support) is then available to these technicians.

c) Training courses are provided for technicians who have basic telephony and IT experience either from working with other vendor’s products or by attaining suitable telephony/IT credentials from TAFE or similar institutes. Except where specifically advised in writing the training courses offered by ARIA are unsuitable for people without such skills. It is the Channel Partners responsibility to ensure that nominees for ARIA technical training comply with these minimum requirements, and, as such, any attendees who not do exhibit the requisite basic skills will be ejected.

d) The determination of “successful” completion of any training course and subsequent issuing of Training Certificates is solely at the discretion of the ARIA Training Manager. Full and timely attendance is a mandatory requirement.

e) As well as those courses listed on the Partner Website, additional technical training may be provided from time to time, subject to resource availability and demand, and may be requested, in writing, through the ARIA Channel Manager.

f) All technical training provided by ARIA is chargeable to the Channel Partner unless specifically advised to the Channel Partner in writing. All training equipment, documentation in hard and/or softcopy, lunches and coffee breaks are included in the cost of each training course. Travel and accommodation of trainees are at the Channel Partner’s expense.

g) The course schedules take into account Public Holidays in each state and are subject to a minimum of 8 students per class. Courses will only proceed if minimum attendee numbers are met.

h) Attendee cancellation by the Channel Partner after the cut-off date or non-attendance to training will incur the full course cost. Another person can substitute enrolment places.

i) ARIA reserves the right to cancel a course at any time, with course fees fully refundable, but is not responsible for any other expenses, however incurred, by the Channel Partner and/or students.

j) Enrolments for Product Technical Training are via the Partner Website (Training). Enrolment details must include: student name, Channel Partner name, Channel Partner


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number, reseller name, course code and desired course enrolment dates in accordance with the published schedule.

6.3 Other Training

From time to time ARIA may make available special, one-off training such as Basic Telephony, IP Gap, and Business Planning etc. Such courses will be made available on a “first-in” basis.

7. ORDERS

The Channel Partner may acquire Authorised Products or Services from ARIA by issuing a written purchase order signed by an authorised representative or by submitting electronic orders (subject to availability) (collectively, “Orders”). All Orders shall reference this Agreement and specify the quantity, price, configuration details, copy of FastQuote if applicable, Special Business Agreement (“SBA”) number (if relevant), shipping and billing instructions, installation location, requested delivery dates, requested commencement date for Services (if applicable), any statement of work, and any other special instructions, as applicable. All Orders will be governed by and cannot alter the terms and conditions of this Agreement. ARIA’s written or electronic communication accepting the Order, shipment of Products or commencement of Services will be ARIA’s acceptance of the Order. The Channel Partner agrees that all electronic Orders issued are equivalent to a written Order, are governed by the terms and conditions of this Agreement and that in the event of any conflict between this Agreement and the Order, this Agreement shall prevail. The Channel Partner is responsible for the use and protection of all electronic passwords provided by ARIA from unintended use and agrees that all Orders submitted using such passwords are valid and binding Orders Authorised by the Channel Partner. Orders for Products shall be placed at the address specified by ARIA.

Orders should be faxed to +61 3 9213 9700 or

Email: [email protected]

8. MARKETING

8.1 Visual Identity – Use of Trademarks, Branding, & Logo’s

Detail pertaining to Aria Technologies Visual Identity, correct PMS colours for printing purposes, use of logo’s and downloadable ”Aria Technologies”, “LG-Nortel” and “ShoreTel” logo’s and trademarks, including all derivatives of these logo’s and trademarks, in jpeg format are available on the Partner website (Marketing, Visual Identity).

ARIA hereby grants to The Channel Partner, a free, personal, non-transferable, non-assignable, non-exclusive right to use the “Aria Technologies", “LG-Nortel” or “ShoreTel” Logo’s and/or trademarks, or derivatives of these logo’s and trademarks, as more fully described in Annex N hereto (the “Trademark”), in support of the sale of the Products as contemplated under this Agreement only in the geographic Territory authorised under this Agreement and only for the duration of this Agreement , and only in accordance with this clause and the guidelines set out in Annex N ("Guidelines"). The Channel Partner shall comply with ARIA’s instructions as to the form and manner in which the Trademark will be used pursuant hereto and shall ensure that all markings are in accordance with applicable legal requirements of the Territory and shall not, in any way, prejudice the rights of ARIA with respect to the Trademark. The Channel Partner shall not use the Trademark in


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mailto:[email protected]

association with any other trademark so as to create a composite mark of any kind. The Channel Partner shall submit to ARIA for prior approval all advertising and other material on which the Trademark appears or is intended to be used. The Channel Partner shall send to ARIA a soft copy of completed material, along with a description of the proposed use and placement, a minimum of five (5) business days prior to the intended date of production. In this regard, the Channel Partner must submit the material to the contact person as detailed in Annex N.

ARIA may from time to time notify the Channel Partner of a change in the contact details and upon receipt by the Channel Partner of the notification of changed details; those changed details shall apply in place of the detail listed in Annex N.

ARIA reserves the right to withhold any such approval at its sole discretion, and any such approval given by ARIA does not constitute an endorsement or approval of the advertisement’s content. The Channel Partner agrees that the Trademark will not be modified in any way and further agrees to promptly modify any advertising or promotional materials that do not comply from time to time with ARIA’s Guidelines. Any complaints by third parties regarding the use of any Trademark shall be promptly forwarded to ARIA and ARIA shall have sole control to take proceedings, as it deems appropriate, for infringement of the Trademark and the Channel Partner shall cooperate fully with ARIA in respect of any such proceedings. The Channel Partner shall indemnify and save ARIA harmless from any all claims and liabilities for damages, losses, expenses or costs (including counsel fees and expenses) arising out of any infringement or alleged infringement of any other trademark by the Channel Partner's use of any trademark other than the Trademark, as well as any and all claims and liabilities arising out of any faulty, or allegedly faulty, products manufactured, used or sold by the Channel Partner and in respect of which the Trademark is used (for the avoidance of doubt the preceding reference to “products” does not refer to, and excludes Products or Authorised Products) . ARIA shall indemnify and save the Channel Partner harmless from any third party challenges in respect of the Channel Partner's right to use the Trademark in the Territory pursuant to the licence grant provided herein. In the event the Channel Partner is in default of the terms of this licence. ARIA may, by written notice to the Channel Partner, require the remedy of the default or the performance of the obligation, and if the Channel Partner fails to remedy or perform within thirty (30) days of the forwarding of such notice, ARIA may, by written notice, terminate this licence forthwith. The Channel Partner’s right to use the Trademark shall terminate immediately when this licence expires or is terminated, and subsequently, the Channel Partner shall not make any use of a word, trademark or trade name similar to the Trademark in association with any products, services, packaging or general advertising. The Channel Partner acknowledges that the Trademark and all goodwill associated therewith are, and shall remain, the sole property of ARIA and its Affiliates, and that all use of the Trademark by the Channel Partner shall ensure to the sole benefit of ARIA and its Affiliates.

Note that details’ pertaining to the use of “Aria Technologies”, “LG-Nortel” and “ShoreTel” logo’s and/or Trademarks and their derivatives, including their removal on re-Designation or termination (Clause 24) of the Channel Partner are listed in Annex N

8.2 Co-operative Marketing Funds

The Channel Partner is eligible to earn a co-operative fund accrual in accordance with the attached document in Annex J. The Channel Partner must submit a request for use of these funds prior to such use. Once approved the Channel Partner may submit a claim against this accrual to receive up to a 50% reimbursement for eligible activities, subject always to the co-operative fund rules and regulations detailed in Annex J. Funds will be posted as a credit against the Channel Partners account within 30 days of approval. The amount of the monthly co-operative accrual is the applicable percentage of the Channel Partner’s monthly purchases from ARIA, relative to the Channel Partner’s Designation.


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Co-operative funds will not be paid as a lump sum or cash payment to the Channel Partner. By signing this agreement, the Channel Partner agrees to abide by the co-operative fund rules and regulations outlined in the attached guidelines in Annex J.

8.3 Marketing Programs

ARIA regularly undertakes promotions, special offers and sales competitions. The artwork and detail of these promotions are located on the Partner website (“Special Offers”). The ARIA Channel Manager can also advise of any current or planned programs relevant to the Channel Partner and must be advised so as to register the Channel Partners intent in participating.

8.4 Marketing Collateral

Marketing collateral – brochures, product images, user guides, manuals etc are available in softcopy from the Partner Website (“Product information”). In addition, quantities of brochures may be ordered from ARIA by placing an order for required items. Reasonable quantities relative to the Channel Partners Sales Target and Designation are provided free of charge. Additional (hardcopy) quantities for special requirements may be purchased.

8.5 Apparel

ARIA provides a quantity of promotional give-away items (pens, caps and the like) from time to time in quantities relative to the Channel Partners Sales Target and Designation. Additional items, or special products such as Aria Technologies branded Polo’s, which can also be embroidered with the Channel Partners logo for field staff, are also available for purchase. Details are available from the Aria Channel Manager.

9. PRODUCT INFORMATION

9.1 Pre-Sales Configuration

ARIA may upon request provide the Channel Partner configuration support, either computerised or otherwise, to assist the Channel Partner in the configuration of particularly large and/or complex systems. For certain Products, ARIA may require the Channel Partner to use a specific configuration tool prior to accepting an Order. Charges for this assistance may be specified in the Product Authorisation criteria or may be quoted separately. The Channel Partner is solely responsible for the proper configuration of all systems. Except for full on-site analysis, specification and full compliance with that specification which is performance-guaranteed by ARIA, all configuration assistance provided by ARIA is without warranty or guarantee of any kind.

9.2 FastQuote

The Channel Partner is granted access to the ARIA “FastQuote” provisioning and pricing tool on the Partner Website (“FastQuote & Pricing”). The Channel Partner may download this tool, however all systems and equipment shall be ordered using the current version on the website. ARIA does not accept responsibility for anomalies or pricing changes caused by pricing of equipment using old or superseded issues of FastQuote.


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9.3 Presentations

ARIA provides Product and Sales Power-point presentations for use with End User presentations or internal staff training from the Partner Website (“Product Information”).

9.4 New Product Introductions

The introduction of new products, at pre-release, field trial and commercial release stages shall be announced by selective email information bulletins. This information may be further endorsed at Partner Forums and by the ARIA Channel Manager. Commercial release is posted on the Partner Website and by general email advice.

9.5 Field-Trial Process

All new Aria, LG-Nortel and ShoreTel products undergo field-trial following laboratory testing but prior to commercial release. Field trials are limited and strictly controlled, with products in this category made available at attractive pricing to Partners and End Users. Should you wish to participate in the field trial program the ARIA Channel Manager will provide you with documents covering the field trial process, pricing, conditions and approval forms.

9.6 Product withdrawal (end of model)

ARIA publishes formal product withdrawal advice (via email and website) for products that have been superseded and/or ceased production. These products will be supported, (for additions/expansions/ repairs, and by our Product Support Group), for a maximum period of three (3) years from the date of withdrawal. However, no additional upgrades, software enhancements or product development will occur.

9.7 Product obsolescence (end of life)

After a maximum period of five (5) years from formal product withdrawal, (unless otherwise advised by ARIA in writing), products shall be deemed as obsolete, and all support for the product will be withdrawn. All remaining spare parts will be discarded at this time.

10. TECHNICAL SUPPORT

10.1 Technical Assistance

a) Registering Technical staff

i. On appointment as a ARIA Channel Partner, the ARIA Channel Manager will contact each Channel Partner Principal to obtain the names, mobile numbers and email addresses of technical staff. The ARIA Product Support Group (PSG) then records this detail and only accredited, listed technicians are able to access Help-Desk support.

ii. To ensure that all technical staff can always gain access to the ARIA Help Desk, (and to ensure that any staff that are no longer employed cannot), it is imperative that any staff or detail changes are advised to the PSG. The detail


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must include first and last name, mobile phone number and email address, and should be sent from the Channel Partners email address to: [email protected]. Without this information recorded, assistance will be withheld.

b) Help Desk number

1800 032 343 (Silver & Bronze Partners)1800 036 742 (Platinum & Gold Partners) – takes priority if all support agents are busy.

(Includes after-hours)

ARIA technical helpdesk is not offered to Resellers. Support of Resellers shall be conducted through the relative Platinum or Gold Partner and contact with Reseller shall be through/with the Gold/Platinum Partner.

c) Help Desk process

When calling for assistance, all calls will be answered with a voice prompt reminding the caller that the following information is mandatory – technicians must have this information ready. It should be noted that this during 2009/2010 this process will be automated and field staff will be required to provide identity information/detail by responding to system prompts from their telephone keypad. Non-registered and/or certified technical staff will be denied access to the Help Desk.

i. Dealership name; technician name and password; customer name; system type and software version; existing case number (if applicable) and whether the technician is on site.

ii. If a product support specialist is available, the call will be transferred immediately. If not, the call will be placed into a queue. On answering, the technician will initially be asked for the above information, and details of the issue or fault will be recorded. A case number for the job will be issued, along with suggested remedy. The technician will be requested to call back if the issue is resolved so the case number can be closed.

iii. If there is no response from the Channel Partner’s technician on a case it is assumed to be resolved and is closed, as the Product Support Specialists will not follow-up on all outstanding cases.

iv. Note that full case administration and tracking is also available to the technician on the Partner Website.

d) Fault tracking

i. To facilitate the Help Desk process, the issuing and tracking of case numbers is an automated process. As described above, all incidents are recorded and our system will track the progress and status of all reported issues, and flag them for further attention after a given period.

ii. In the absence of further feedback from the Channel Partner or technician, the PSG may contact the technician to monitor the progress of, or close, the issue.

e) On-site support


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i. Depending on the severity of impact on the End Users (customers) business, and assuming resolution is not attainable by phone assistance or system remote access, ARIA may elect, following consultation with the Channel Partner, to provide on-site support. Alternatively, Channel Partners may request on-site support.

ii. On resolution of the issue, and regardless of whether ARIA or the Channel Partner determined on-site support was required, the following shall apply: For systemic faults, such as software or hardware design or batch issues, (which are ARIA’s responsibility), ARIA will accept fair and reasonable charges from the Channel Partner for additional or extraordinary time spent addressing the issue.

iii. For non-systemic faults, including isolated hardware faults, incorrect installation or programming or any issues that could be determined and rectified by the Channel Partner, ARIA will invoice the Channel Partner for travel, accommodation and time, in accordance with ARIA’s on-site support charges, as listed on the Channel Partner website. (“On-site support”).

10.2 Technical Information

a) ATIB’s

Aria Technical Information Bulletins (ATIB’s) are compiled to provide specific technical information relating to particular products (e.g. Aria 24) or particular service modules within a product (e.g. VMIB for Aria 300).

ATIB’s form part of the product release documentation and are updated as applicable. ATIB’s are emailed to Channel Partners and available on the website (“Product Information”). These should be kept current and passed on to technical staff.

b) FIB’s

Fault Information Bulletins (FIB’s) are provided on the Partner Website (“Product Information”) to advise technical staff of recognised faults or problems, and situations under which the fault condition exists. The FIB will also list a work around and fix time (if available) and final solution once determined.

c) Newsflash

Newsflash bulletins are provided on a regular basis as a brief update for technical staff with important information relating to recently released products or product updates, ATIB’s, new software etc. They are also available on the Partner website (“Product Information”).

11. ENGINEERING CHANGES

The Channel Partner agrees to permit or assist ARIA to install any mandatory engineering changes such as retrofits designed to correct electrical or mechanical conditions rendering the Product functionally inoperable and creating, in ARIA’s determination, a significant safety hazard (“Class A Corrective Retrofit”) on all Products in the Channel Partner’s inventory and to use best efforts to enable and assist ARIA to install such engineering changes on Products which the Channel Partner has sold to authorised resellers. Class A Corrective Retrofits shall be installed at


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ARIA’s expense and any removed property shall become ARIA’s property. Alternatively, ARIA may provide the Channel Partner with the parts (at no charge) and instructions to do the installation and reimburse the Channel Partner for labour as specified and agreed. ARIA may make available to the Channel Partner other engineering changes (“Class B Corrective Retrofits”) on such terms as may be specified by ARIA.

12. REPAIRS

12.1 Repair service

ARIA offers a turnaround/repair service for all products purchased from Aria Technologies, excluding consumables and obsolete products. Standard pricing applies to all repairs and this can be found on the Partner website (“Product Information”). ARIA reserves the right to vary this Repair pricing from time to time without prior notice; however new pricing will be applied 30 days thereafter.

ARIA reserves the right to refuse repair service to items that, according to serial and/or part numbers, were not purchased from ARIA.

All repaired items are warranted “W2” for 90-day from dispatch date, or the remainder of the new-system warranty, whichever is greater. (Annex G)

12.2 Repair Process

The Repair Service process (and Warranty Return process) is detailed in Annex H.

13. DELIVERY, TITLE, RISK OF LOSS, AND CANCELLATION

13.1 Delivery and Title

Except as otherwise stated in this clause 13, ARIA will deliver products, Delivered Duty Paid (DDP) to the Channel Partner’s business address, or alternatively to the business address of another ARIA Channel Partner or Authorized Reseller if the installation is to be carried out by that Channel Partner or Reseller. Unless otherwise requested in writing by the Channel Partner, ARIA will normally ship all products to the Channel Partner by surface freight. The Channel Partner is responsible for all acceptance of delivery to its point of destination, regardless of the location of the nominated point of destination. In no event will the carrier be deemed to be an agent of ARIA. Title to the Hardware will pass to the Channel Partner upon receipt by ARIA of payment in full for the Products. Risk of loss will pass to the Channel Partner upon delivery. The parties may, by mutual written agreement, vary this clause. ARIA will use reasonable endeavours to deliver by the requested delivery date, but does not guarantee delivery by that date.

14. PRICES, TAXES, COSTS AND PAYMENT

This entire clause 14 is to be read and applied in conjunction with Clause’s 7 & 15 and Annex E.

14.1 Authorised Product Prices

From time to time ARIA will issue new or updated pricing on to the Partner Website (FastQuote and/or Pricing). This will be in the form of a revised FastQuote and/or revised price list. This will be (the “Price List”). The Price List will show, in relation to each Product, two prices as follows: firstly a price known as Listed Wholesale Price (LWP); and secondly a Suggested or Recommended retail Price (RRP). By applying the Channel Partner factor


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(“Factor”) where applicable, the Channel Partners discounted wholesale price is calculated. This is the Partner Wholesale Price (PWP).

The Price List may be changed by ARIA from time to time by issuing a new Price List LWP.

The Channel Partners Designation, and continued achievement of targets relating to that Designation determine Channel Partners Factor. Should the Channel Partners Designation change then, with a minimum 30-day notice in writing to the Channel Partner, ARIA will change the Factor accordingly.

The Channel Partner’s Factor for each Authorised Product Group is listed in Annex C.

14.2 Taxes and other levies

Prices do not include any sales tax, goods and services or value added tax, withholding tax or any other fee, tax, duty or governmental charge, however designated, which may be levied or based on the Products, or the importation, movement, sale, delivery, use, or possession of the Products, including replacement and repair parts. All such taxes (except for taxes on ARIA’s net income) shall be for the account of the Channel Partner and if required to be paid or collected by ARIA shall be paid by the Channel Partner to ARIA in addition to, and under the same terms and conditions as, the prices for Products, unless the Channel Partner provides ARIA with proof of exemption acceptable to the appropriate authority. If the Channel Partner is required to make any deduction or withholding for any taxes, duties or any charges imposed by a governmental entity, then payment to ARIA shall be increased to an amount which, after such deduction or withholding, will result in payment to ARIA of the full prices that ARIA would have received had no such deduction or withholding been made.

14.3 Costs

The Channel Partner is responsible and agrees to reimburse ARIA for all applicable transportation and insurance costs as may be shown on ARIA’s invoice for shipment of Products to the Channel Partner’s designated location over and above the standard delivery terms defined in clause 13 and standard lead-times. All such costs shall be paid by the Channel Partner to ARIA in addition to, and under the same terms and conditions as, the prices for Products.

14.4 Distribution prices

Although ARIA may publish recommended retail prices, nothing requires the Channel Partner to sell at or above any particular price. No ARIA employee, representative, or anyone associated or affiliated with ARIA has any authority to dictate, and nothing in this Agreement purports to dictate, any minimum resale price that the Channel Partner must use.

14.5 Goods and Services Taxes (“GST”)

Notwithstanding any other provision in this Agreement, if GST Legislation applies to any supply made under or pursuant to this Agreement (“affected supply”), then to the extent that any party to the Agreement (“the supplier”) is or becomes liable to pay GST in connection with the affected supply:

a) the supplier may add an amount in respect of that GST to the agreed price of the affected supply;


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b) any party paying consideration for the affected supply will pay the agreed price plus the amount in respect of GST calculated by multiplying the agreed price by the appropriate rate of GST; and

c) where required by the GST legislation, the Supplier will issue a tax invoice which enables the person receiving the invoice, if permitted by the GST legislation, to claim an input tax credit or refund of GST.

For the purposes of this clause:

“GST Legislation” means A New Tax System (Goods and Services Tax) Act 1999 and related Acts passed by the Federal Government; and “GST” means the goods and services tax payable pursuant to that GST Legislation; and “supply”, “supplies”, “tax invoice”, “input tax credit” and other terms used in this clause which have meanings under the GST Legislation have in the meanings proposed and implemented pursuant to the GST Legislation.

15. TRADING TERMS AND PAYMENT

15.1 Trading Terms

The Channel Partner agrees to abide by ARIA Trading Terms relevant to the Channel Partners Designation as detailed Annex E. These Trading Terms relate specifically to the Designation of the Channel Partner. Should the Designation of the Channel Partner change the Trading Terms will change and both the Channel Partners Designation change and the revised Trading Terms shall be advised to the Channel Partner in writing and take effect no sooner than 30 days thereafter. In such circumstance the Channel Partner agrees to abide by the revised ARIA Trading Terms and these revised Trading Terms shall be inserted in place of the current Trading Terms in Annex E.

15.2 Payment

Except as otherwise stated in this Agreement, ARIA will invoice the Channel Partner as of the date that a full or partial shipment is made, or for Services in accordance with ARIA’s policies in effect at the time Services are ordered. A monthly statement summarizing all invoices will be issued on the last trading day of each month and this amount is due and will paid directly to Aria Communications Pty Ltd, t/a Aria Technologies in strict accordance with and within the trading terms stipulated relevant to the Channel Partners Designation (Annex E). In the event of non-payment, ARIA may suspend performance, Product shipments, any marketing, incentive, discount, support or promotional programs or otherwise terminate this Agreement. ARIA reserves the right to impose an interest charge on all amounts past due shall accrue interest from the sixteenth (16th) day following the last “Due by” date of the statement at the rate of two percent (2%) per month (or such lesser rate as may be the maximum permissible rate under applicable law). ARIA may request financial information and reserves the right to refuse to grant credit to the Channel Partner at any time and for any reason and to insist upon cash on delivery or cash-in advance transactions. The Channel Partner consents without qualification to the sale of receivables arising as a result of any supplies made from time to time under this Agreement, in whole or in part, including all or any part of any associated rights, remedies, and obligations, by ARIA without further notice and Authorises the disclosure of this Agreement as necessary to facilitate such sale.

The Channel Partner must reimburse ARIA all costs and expenses which it incurs in collecting any payment which is overdue.


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16. MINIMUM PURCHASE TARGET

a) ARIA and the Channel Partner agree that during each 3 month period commencing on and from the Commencement Date (each such quarterly period a “Purchase Period”) the Channel Partner must use its best endeavours to purchase, and pay for, (or in the case of Program Partner sales as defined in Annex C, be attributed with the purchase of), the minimum quantities of Products set out in Annex C for the relevant Purchase Period (each a “Minimum Purchase Target”). The Minimum Purchase Targets for the First Contract Year are set out in the Annex C current as at the date of execution of this Agreement. In relation to Contract Years other than the first, the Minimum Purchase Targets will be agreed (in accordance with this Clause) and set out in a replacement Annex C specific to that Contract Year.

b) Any variation to the Minimum Purchase Targets set out in an Annex C applicable to a particular Contract Year must be mutually agreed and, once agreed, shall be made the subject of a replacement Annex for that particular Contract Year which shall be prepared and issued by ARIA and shall be deemed incorporated in this Agreement by reference with effect from the agreed date specified in the replacement Annex.

c) In the event that the Channel Partner fails to meet any Minimum Purchase Target then, notwithstanding any other clause of this Agreement (including its Annexes) ARIA shall have the right in its sole discretion, with or without other cause, to reduce the discount available to the Channel Partner for Products under this Agreement.

d) In the event that the Channel Partner fails to meet any Minimum Purchase Target in any 2 Purchase Periods then, notwithstanding any other clause of this Agreement (including its Annexes), ARIA shall have the right in its sole discretion, with or without other cause to do one or a combination of the following: (1) terminate this Agreement in accordance with Clause 24 of the Agreement; (2) terminate the Channel Partner’s right to resell some or all of the Products; or (3) reduce the discount available to the Channel Partner for Products under this Agreement. ARIA agrees it will not unreasonably exercise any of these rights where the Channel Partner demonstrates that the Channel Partner’s failure to meet the mutually agreed Minimum Purchase Commitment in any Purchase Period is the result solely of ARIA failure to deliver Products within the agreed delivery times.

e) In relation to each Contract Year (apart from the first Contract Year of the Term) the parties will agree on the Minimum Purchase Targets in accordance with the following:

i. subject to (iii), not less than 1 month prior to the commencement of the Contract Year, representatives of the Channel Partner and ARIA will commence a series of scheduled meetings for the purposes of agreeing the Minimum Purchase Targets, and those persons will make themselves available at times reasonably required by the other for this purpose and will at all times act reasonably and in good faith;

ii. subject to (iii), not less than 14 days prior to the commencement of the Contract Year, the parties will finalise their discussions concerning the Minimum Purchase Targets and record the mutually agreed Minimum Purchase Targets in a replacement Annex C specific to the coming Contract Year;

iii. it is intended that the Minimum Purchase Target for each Contract Year is not less than 85% of the Actual Purchases for the immediately preceding Contract Year. In this regard, ARIA has an absolute discretion as to whether or not (in relation to the Minimum Purchase Targets being negotiated pursuant to sub-clauses e)i and f)ii for a coming Contract Year) it agrees to a Minimum Purchase Target which is less than 85% of the Actual Purchases for the immediately preceding Contract Year, and where the Channel Partner insists upon such a


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lesser amount, ARIA may (in its absolute discretion) do any of the following by notice in writing:

a. terminate this Agreement; or

b. agree to the figure which is less than 85% and reduce the Channel Partners Designation and associated benefits; or

c. unconditionally agree to a figure which is less than 85%.

f) without prejudice to ARIA’s rights under sub-clause e)iii, in the event that the parties fail to reach agreement on the Minimum Purchase Targets for the coming Contract Year within the timeframes stipulated above, then the Channel Partner shall continue to abide by the Minimum Purchase Targets for the preceding Contract Year as if they applied to the coming Contract Year and the issue will be immediately escalated to the respective CEOs of the parties. If they cannot reach agreement within 14 working days of the commencement of the relevant Contract Year, either party may, by notice in writing to the other, terminate this Agreement.

17. RETURN FOR CREDIT

ARIA recognises that, on occasion, goods may be incorrectly ordered or the requirements may change during the installation process. In such cases the Channel Partner may request a credit for the goods.

To facilitate return for credit, the Return for Credit Process and conditions must be followed. Aria Technologies must receive credit requests within 30 days of original despatch date. After this time goods will not be accepted for credit return. The return For Credit process is detailed in Annex I.

Key-codesNote that Key-codes for LG-Nortel or ShoreTel systems are non-refundable and non-transferable.

18. SOFTWARE LICENSES

ARIA grants the Channel Partner a limited, non-exclusive, non-transferable licence to use the Software internally and distribute and sub-licence the Software in the Territory in accordance with the terms of this Agreement and the Software Licence Agreement as set forth in Annex D. Software may be sub-licensed for use only with Authorised Products sold by the Channel Partner or other specified equipment and the right to use the Software may be limited to a specified activation or usage level. For Software requiring an executed licence from the End User, the Channel Partner agrees to require all End Users to whom it supplies Software to complete and sign a Software Licence Agreement as set forth in Annex D before such Software is provided to the End User. With respect to Third Party Software and Software licensed under any ARIA or third party “shrink wrap” or “click” licences, the Channel Partner agrees to require all End Users to whom it supplies such Software to: (i) agree that such licences shall govern the use of such Software; and (ii) obtain written agreement from End Users that they will comply with such licences, before such Software is provided to the End User. Upon termination of this Agreement for any reason, the Channel Partner’s right to distribute and sub-licence the Software shall terminate, and the Channel Partner agrees to return all remaining Software in its possession (including all back-up copies) to ARIA. ARIA expressly reserves the right to modify its licence agreements, and any modification shall apply to all Software transactions occurring after the effective date of any such modification.


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19. LIMITED WARRANTIES

Channel Partner Responsibility

Unless exempted in writing by ARIA the Channel Partner (and where applicable, the Channel Partners duly appointed Resellers) shall carry a complete set of replacement parts for equipment sold by the Channel Partner. Critical spares packs at reduced prices are available to Channel Partners.

19.1 Warranty Period

Unless another period is specified in the Price List in effect on the date ARIA accepts the Channel Partner’s Order, the warranty period for each product is as specified in Annex G.

19.2 Hardware warranty

ARIA hardware warranty obligations are set forth in Annex G.

19.3 Software warranty

ARIA software warranty obligations are set forth in Annex G.

19.4 Third Party Vendor Items

Third Party Vendor Items are sold with the warranty terms offered by such third parties instead of the warranties specified above.

19.5 Repair warranty

ARIA hardware warranty obligations are set forth in Annex G.

19.6 Limitations

These warranties extend only to defects and non-conformities of both Hardware and Software of which ARIA is notified in writing during the respective warranty period. ARIA does not warrant that any item of Software or a software release is error-free or that its use will be uninterrupted. ARIA is not obligated to remedy any Software defect that cannot be reproduced with the latest Software Release. These warranties do not apply to any defects or non-conformities of the Products resulting from:

a) Product installation, repairs, relocations, additions, alterations, modifications or enhancements, except when performed by ARIA or its representatives or by the Channel Partner in accordance with ARIA’s written instructions,

b) Installation and service activities being carried out by untrained or unauthorised personnel,

c) Failure to follow installation or environmental instructions (including power requirements & earthing) and programming instructions per the relevant ARIA Installation Manual,

d) Unauthorised modifications or repairs to the product or any associated part(s) of the system, including, but not necessarily limited to: cabinet(s), KSU, power supplies, printed circuit boards or handsets,

e) Subjecting the Product to physical or electrical abuse, misuse, strain or neglect,Aria Technologies Channel Partner Agreement – V1.2PA AT -CPA1.2 -250909rp

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f) Permanent or intermittent failure of the Product as a result of contact with extraneous electrical voltages such as static electrical discharges, lightning, high supply voltages etc,

g) Connection of or to unauthorised, non-approved or illegal accessories, devices or interfaces or use of the Products in conjunction with another vendor’s products resulting in the defect or non-conformance,

These warranties do not cover:

h) damage to Products due to fire, explosion, power irregularities or surges, Acts of God, including without limitation, earthquakes, rains, floods or lightening, or any other cause not attributable to ARIA; or

i) items normally consumed in operation such as batteries, handset cords, lamps and fuses.

ARIA shall be the sole arbiter in determining whether the Product is defective and no other person or body is authorised to make any promises, representations, warranties or guarantees with respect to the Product.ARIA shall not be under any liability to the consumer in respect of any loss or damage, including consequential loss or damage, howsoever caused, which may be suffered or incurred, or which may arise, directly or indirectly, in respect of the Product.

This Warranty applies only to Products supplied by Aria Technologies to approved Channel Partners. The benefits conferred by this Warranty are in addition to all other rights and remedies in respect of the Product, which the consumer has under the Trade Practices Act and similar State and Territory Laws.

Replacement items furnished under the Hardware warranty may be refurbished or contain refurbished components, (except DOA, which will be new items). Subject to Clause 19.8 and to the extent otherwise permitted by law, the foregoing warranties and limitations are exclusive and are in lieu of all other warranties, conditions, terms and representations, written or oral, statutory, express or implied, including without limitation, the implied warranties and conditions of merchantability, satisfactory quality and fitness for a particular purpose, which ARIA expressly excludes. For the avoidance of doubt, implied terms as to title are not affected by the foregoing. Any Product furnished by ARIA which is not listed in the Price List or which is identified in the Price List as an “as is” Product, is furnished “as is” with no warranties of any kind.

19.7 The Channel Partner Warranty

The Channel Partner warrants that it has full power and authority to enter into this Agreement and to carry out the actions contemplated hereunder and that its entry into and performance under this Agreement will not cause it to be in breach of any obligations to a third party.

19.8 Compulsorily acquired Warranties

If any condition or warranty is implied into this Agreement under any applicable legislation and cannot be excluded, the liability of ARIA for breach of the condition or warranty will be limited to one or more of the following as determined by ARIA in its absolute discretion:

a) in the case of goods any one or more of the following:

i. the replacement of the goods or the supply of equivalent goods;


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ii. the repair of the goods;

iii. the payment of the cost of replacing the goods or of acquiring equivalent goods; or

iv. the payment of the cost of having the goods repaired; and

b) in the case of services:

i. the supplying of the services again; or

ii. the payment of the cost of having the services supplied again.

19.9 Advanced Warranty Replacement

In the event that a Hardware item fails to perform as described in this clause 19, within the specified warranty period, ARIA will use its best endeavours to provide the Channel Partner with a replacement Hardware item taken from inventory and will accept return of the failed Hardware item from the Channel Partner. The process for Warranty Returns is detailed in RETURNS – ANNEX H.

20. CONFIDENTIAL INFORMATION

a) Confidential information (“Information”) means:

i. Software;

ii. Third Party Software;

iii. any information identified as confidential at the time of disclosure;

iv. information which the receiving party knows or has reason to know is confidential – either by virtue of its nature, or by virtue of being disclosed in circumstances importing an obligation of confidence, e.g. Product pricing and discounts; and

v. all business, technical, marketing and financial information and data that is clearly marked with a restrictive legend of the disclosing party (“Discloser”), including but not limited to, sales leads, End User prospect information, business plans or market intelligence provided by ARIA.

b) The party receiving Information (“Recipient”) will use the same care and discretion, but not less than reasonable care, to avoid disclosure, publication or dissemination of Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate. The Recipient may disclose Information only to i) its employees and employees of its parent, subsidiary or (in the case of ARIA, Affiliates) who have a need to know for purposes of carrying out this Agreement; and ii) any other party with the Discloser’s prior written consent. Before disclosure to any of the above parties, the Recipient will have a written agreement with such party sufficient to require that party to treat Information in accordance with this Agreement.

c) The Recipient may disclose Information to the extent required by law. However, the Recipient must give the Discloser prompt notice and make a reasonable effort to obtain a protective order.


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d) No obligation of confidentiality applies to any Information that the Recipient i) already possesses without obligation of confidentiality; ii) develops independently; iii) rightfully receives without obligations of confidentiality from a third party; or iv) has been Authorised to disclose by the Discloser. No obligation of confidentiality applies to any Information that is, or becomes, publicly available without breach of this Agreement. ARIA reserves the right to disclose Confidential Information to any bank or properly licensed lending institution in conjunction with any financial arrangements to be entered into between ARIA and such bank or institution.

e) With the exception of Software and Third Party Software, Information continues to be subject to this Agreement for five (5) years following the earlier of the termination or expiration of this Agreement.

21. LIMITATION OF LIABILITY

This Clause applies notwithstanding any other clause of this Agreement.

In no event shall ARIA or its agents or suppliers be liable to the Channel Partner for more than the amount of any actual direct damages up to the greater of AUD $100,000 or the charges for the Product or Services that are the subject of the claim, regardless of the cause and whether arising in contract, tort (including negligence) or otherwise. This limitation will not apply to a) claims for damages for bodily injury (including death) and damage to real property and tangible personal property for which ARIA is legally liable and b) payments as set forth in Section 19 Patents and Copyrights. IN NO EVENT (INCLUDING BY WAY OF NEGLIGENCE) SHALL ARIA OR ITS AGENTS OR SUPPLIERS BE LIABLE FOR ANY OF THE FOLLOWING: a) DAMAGES BASED ON ANY THIRD PARTY CLAIM EXCEPT AS EXPRESSLY PROVIDED HEREIN AND IN SECTION 19; b) LOSS OF, OR DAMAGE TO, THE CHANNEL PARTNER’S OR THE CHANNEL PARTNER’S END USERS’ RECORDS, FILES OR DATA; OR c) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, REVENUES OR SAVINGS), EVEN IF ARIA IS INFORMED OF THEIR POSSIBILITY; OR D) LOSS OF ACTUAL OR ANTICIPATED REVENUE, SAVINGS OR PROFITS, OR ANY OTHER FORM OF ECONOMIC LOSS.

In addition to damages for which the Channel Partner is liable for under the law and the terms of this Agreement, the Channel Partner agrees to indemnify ARIA for claims made against ARIA by others (including statements, representations, or warranties not Authorised by ARIA or the Channel Partner’s use of third party trademarks) arising out of the Channel Partner’s conduct in connection with this Agreement.

22. CESSATION OF MANUFACTURE, ALTERNATION AND RELEASE

22.1 Reservation of rights

The Channel Partner acknowledges that ARIA may:

a) cease manufacturing, distributing, supporting, except as provided in the “End-of-Life Support” provision in Clause 22.2 below, any Products not constituting an entire line of Products, upon sixty (60) days written notice to the Channel Partner;

b) cease manufacturing, distributing, supporting, except as provided in the “End-of-Life Support” provisions in Clause 22.2 below, an entire line of Products upon one hundred and twenty (120) days written notice to the Channel Partner;

c) alter the design specifications, configuration, construction, material, or manufacturing methods applicable to any Product, without notice, provided that such alteration does not materially and adversely affect the performance of the Product; and


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d) release new Products and Product improvements only pursuant to a controlled release (“Field Trial”) program, and under such program to allocate such Products to the Channel Partner for resale as agreed between the parties.

22.2 Limitations

The Channel Partner shall be entitled to purchase those Products which ARIA has ceased to manufacture until the “Last Order Date”, which date shall be specified in the Product Discontinuations section of the then current Price List and be no earlier than the date of Product discontinuation. ARIA shall make spare parts and software available for discontinued Products in accordance with the End-of-Life Support policy in Annex G.

23. PARTNER DESIGNATION BENEFITS

Various benefits and rewards are offered to ARIA Channel Partners relative to the Channel Partners Designation, vendor alliance, performance and payment. These are detailed in Annex L (Partner Loyalty Programs). ARIA reserves the right to change in any way the Channel Partner Loyalty Program at any time by giving ninety (90) days written notification to the Channel Partner.

24. TERMINATION

24.1 Termination of Agreement

Regardless of the Term in effect, ARIA or the Channel Partner may terminate this Agreement, without cause, on sixty (60) days written notice or such longer period if required under applicable law. If either party breaches a material term of this Agreement, and fails to rectify the breach within 14 days of receiving the other party’s written notice requiring rectification, that other party may terminate the Agreement on written notice. Examples of such material breach by the Channel Partner include, without limitation: (i) failure to meet any Minimum Purchase Target in any 2 Purchase Periods (ii)failure to comply with the Channel Partner’s obligations regarding Software as set forth in this Agreement; resale, installation and maintenance of Products outside the Channel Partner’s approved Territory; (iii)repudiation of this Agreement by the Channel Partner;(iii)failure at any time to meet the criteria for Authorisation to resell the Products; or (iv) if the Channel Partner makes material misrepresentations to ARIA or fails to perform its obligations in accordance with the terms of this Agreement.

The Channel Partner agrees that ARIA’s sole obligation is to provide the notice set forth in this section and ARIA is not liable for any claims or losses in the event notice is provided.

In addition, ARIA may terminate this Agreement by written notice to the Channel Partner for material breach in the event the Channel Partner becomes insolvent or makes a general assignment for the benefit of creditors; is unable to pay its debts as they come due; transfers or assigns or attempts to transfer or assign any of its rights under this Agreement other than as expressly permitted; offers or provides any inducements in violation of law or ARIA’s policy in connection with this Agreement; or experiences a change of control, which, for the purposes of this provision, shall be defined as the legal, beneficial or equitable ownership, directly or indirectly, of fifty percent (50%) or more of the shares (or other ownership interest if not a corporation) of such entity ordinarily having voting rights or the management control over the Channel Partner.

Upon termination or expiration of this Agreement, all rights and licences to resell Products and to use Trademarks shall cease and ARIA is under no obligation to purchase any remaining Channel Partner inventory. In the event of termination for material breach,


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ARIA is under no obligation to provide to the Channel Partner any post termination support. At ARIA’s sole discretion, upon termination the Channel Partner agrees to pay for or return any Products for which payment has not yet been made in full and/or permit ARIA to acquire any Products that are in the Channel Partner’s possession at the net price paid less any applicable credits. Any Products agreed to be returned must be unopened and undamaged and in the Channel Partner’s inventory on the date of termination. ARIA reserves the right to reject any such Products and the Channel Partner agrees to pay all applicable shipping charges. If ARIA agrees to permit the Channel Partner to continue certain activities after this Agreement ends, the Channel Partner agrees to do so under the terms of this Agreement. At the end of this Agreement, both parties agree to promptly settle any accounts and ARIA reserves the right to offset amounts otherwise due ARIA under this Agreement.

24.2 Inventory upon termination

If ARIA terminates this Agreement without cause, in accordance with the first sentence of Clause 24.1, ARIA may agree to repurchase from the Channel Partner, at ARIA’s discretion, Products furnished under the Agreement which the Channel Partner has not sold and which are in the Channel Partner’s inventory as of the effective date of termination. Without limiting the foregoing, any such agreement by ARIA to repurchase such Products will be conditioned on:

a) ARIA is able to verify that the Products were shipped by ARIA to the Channel Partner; and

b) the Products have been paid for by the Channel Partner; and

c) the Channel Partners account is current; and

d) the Products are in their original packaging with corresponding bar-code information in tact, and have not been used, altered, or damaged.

The repurchase price (where there is to be a repurchase) shall be the price actually paid by the Channel Partner minus any credits and allowances. Upon ARIA’s repurchase, the Channel Partner agrees to ship the Products to ARIA’s designated location, freight prepaid. Except as provided in this Clause, upon the termination of the Agreement, ARIA may, at its option, repurchase from the Channel Partner any or all of the Products in the Channel Partner’s inventory at prices to be mutually agreed between the parties, however, the repurchase prices will in no event be greater than the actual price originally paid by the Channel Partner to ARIA, minus any credits or allowances.

25. NOTICES

All notices, requests, demands, and determinations under this Agreement (other than routine operational communications) shall be in writing and shall be effective upon the earlier of a) receipt if delivered by hand, b) on the delivery date if delivered by electronic mail, c) one (1) business day after being given to an express, overnight courier with a reliable system for tracking delivery, d) when sent by confirmed facsimile with a copy delivered by another means specified in this Section, or e) five (5) business days after the day of mailing, when mailed by ordinary mail, registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

ADDRESS FOR Aria Technologies Aria Technologies, of 895 Wellington Road, Rowville VIC 3178

Attn: The General ManagerFax: (03) 9213 9710Email: [email protected]


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ADDRESS FOR THE CHANNEL PARTNER [Insert]Fax:Email:Attn.: __________________________Title: __________________________

Either party may change its address or designee for notification purposes by giving the other prior written notice of the new address or designee and the date upon which it will become effective.

26. INSURANCE

The Channel Partner shall maintain, during the term of this Agreement, all insurance and/or bonds required by any applicable law, including but not limited to: a) workers’ compensation insurance as prescribed by the laws of all states in which work pursuant to this Agreement is performed; b) comprehensive general liability insurance (including products liability coverage, contractual liability, advertising liability, and comprehensive vehicle liability coverage) with each coverage having limits of at least five million dollars (AUD$5,000,000) per occurrence. The Channel Partner shall furnish certificates or other adequate proof of such insurance to ARIA upon written request. Proof of a program of self-insurance acceptable to ARIA shall satisfy any such request. ARIA shall require any subcontractors and Sales Agents involved with the performance of work pursuant to this Agreement, to agree to maintain insurance coverage and to furnish certificates or other adequate proof thereof to ARIA upon written request.

27. GENERAL

a) ARIA and the Channel Partner shall comply with all applicable laws and regulations regarding the general conduct of business.

b) Neither party shall be responsible for delays or failures in performance of this Agreement resulting from Force Majeure. In relation to both parties, Force Majeure means fire, accidents, lightning, flood, earthquake, tidal wave and similar acts of God, war, acts of terrorism, riots, strikes, lock outs, labour difficulties and civil insurrection and any acts or occurrences beyond the reasonable control of the parties concerned. In the event that any such force majeure shall continue for more than thirty (30) days, then the parties shall enter into good faith negotiations directed toward a mutually acceptable resolution of outstanding obligations. Any event of Force Majeure shall not effect an obligation to pay moneys due under this Agreement.

c) Each party represents to the other that it has not offered or given, and will not offer or give, to any employee of the other or to any third party, any gratuity with a view toward securing any business from the other or toward influencing such person with respect to the terms, conditions or performance of this Agreement. The foregoing provision shall not apply to any publicly announced ARIA sales incentive plan in which the Channel Partner may allow its employees to participate.

d) The Channel Partner may not assign any rights or delegate any duties arising out of this Agreement without the prior written consent of ARIA. Any such attempted assignment and/or delegation shall be void. ARIA may assign any of its rights and obligations hereunder (in whole or part) to any Affiliates.

e) In the event that any provisions of this Agreement or portions thereof are held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect.


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f) Section headings contained in this Agreement are inserted for convenience only and shall not be considered to affect the meaning of the provisions of the body of the Agreement.

g) No failure to enforce any provision, assert any right, or insist on performance of any obligation under this Agreement in any instance, shall be deemed a waiver of the ability to enforce such provision, assert such right, or insist on the performance of such obligation in the future. Except as stated herein, this Agreement may be amended only by a formal written amendment signed by a duly authorised representative of both parties, and any oral amendment shall be deemed void.

h) Any provision, including but not limited to clause 18, Software Licences, which contemplates performance or observance subsequent to the termination or expiration of this Agreement, shall survive any such termination or expiration and continue in full force and effect.

i) The Channel Partner agrees to comply with all applicable export and import laws and regulations in the Territory. The Channel Partner warrants that the ultimate destination of the goods is as indicated on the order. (If no ultimate destination is indicated or if a destination is or becomes unacceptable to ARIA, ARIA may refuse to fulfil the order.) The Channel Partner shall not export from the Territory either directly or indirectly, the Software or any copy thereof in whole or in part, nor any hardware or system incorporating the Software in whole or in part without having first obtained clearance or a license to re-export from the USA, Australian, European Union and/or Korean Governments as required under their respective re-export regulations.

j) This Agreement shall be governed by the laws of Victoria, and the parties hereby submit irrevocably to the exclusive jurisdiction of the courts of that country provided that the Channel Partner shall have the right to initiate proceedings against End User in any court of competent jurisdiction.

k) Where other agreements, contracts or arrangements exist between the Parties of this agreement and where there is contradiction, discrepancy or ambiguity between the two contacts, then in all cases, and without exception, the Aria Technologies Partner Agreement shall prevail.

l) ARIA reserves the right to change pricing practices, policies, product group designations and programs for the Products and Services at any time.

28. ENTIRE AGREEMENT

This Agreement, including the Annexes set forth below, constitutes the entire agreement between the parties with respect to the contemplated relationship and supersedes all previous negotiations, proposals, commitments, writings, agreements, understandings of any nature whatsoever and any terms contained in any Order.

Annex A: TerritoryAnnex B: Authorised ProductsAnnex C: Minimum Purchase CommitmentAnnex D: Software LicenceAnnex E: Trading Terms, Payment, Special Pricing & QuarantineAnnex F Delivery Information & Nominal TimesAnnex G: Product Warranty and End of Life SupportAnnex H: Repair Process – In/out of Warranty, DOAAnnex I: Return for Credit Process


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Annex J: Cooperative Marketing Funds – Advertising RebateAnnex K Partner Support Capabilities Annex L: Partner Loyalty ProgramsAnnex M: Resellers Annex N: Trademark, Branding & Logo Guidelines

Dispute Resolution

If a party believes that there is a dispute concerning this Agreement, that party will promptly notify the other party giving details of the dispute. If it is not resolved within five working days by the contact persons of the parties for this Agreement, it will be immediately escalated to the respective CEOs of the parties. If they cannot resolve the dispute within ten working days, either party may exercise its available legal rights. Notwithstanding the foregoing, nothing in this Clause prevents either party from seeking and obtaining urgent interlocutory relief from the court.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorised representatives.

ARIA COMMUNICATIONS PTY LTD [ INSERT CHANNEL PARTNER] (T/A ARIA TECHNOLOGIES)

By: ___________________________________ By:________________________________

Name: _________________________________ Name: _____________________________

Title: __________________________________ Title: _____________________________

Date: __________________________________ Date: ______________________________


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ANNEX A: TERRITORY

Authorised Territory shall be defined as follows:

Australia

The Channel Partner expressly agrees that all Products offered for resale or sold in the above Territory shall be purchased by the Channel Partner directly from ARIA or such other ARIA authorised sources of supply within the same Territory and not resold outside of that Territory.

For Product Authorisation requirement purposes the agreed primary & secondary sales offices are:

Primary Sales Offices: [Insert]

Secondary Sales Offices: [Insert]


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ANNEX B: AUTHORISED PRODUCTS

Name of The Channel Partner: [Insert XXXXXXX]

Authorised Product(s) shall be defined as follows:

Product Family Name Product Group

Date Authorised

LG-Nortel Aria 24/130c/130/300/300E/600 Voice 1LG-Nortel Aria 24 Voice 1.1LG-Nortel Aria 24/130C Voice 1.2LG-Nortel iPECS 50/100/300/600 Voice 2 LG-Nortel iPECS 50 Voice 2.1LG-Nortel Wireless SoHo (W-SoHo) Voice 1.3 LG-Nortel/HP Data switches Data 1LG-Nortel/HP Data Access points Data 1ShoreTel Unified Communication Systems Voice 4


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ANNEX C: MINIMUM PURCHASE TARGET & FACTOR

The Channel Partner must use its best endeavours to make purchases of Authorised Products from ARIA of not less than the following amounts in the following Purchase Periods. Where ARIA Products are sold by the Channel Partner on behalf of a Program Partner such as Telstra Business Systems (TBS), and thus the Products purchased from ARIA by the Program Partner, the purchase value paid by the Program Partner to ARIA (excluding GST) shall be attributed to the Channel Partner and, for the purpose of this Agreement, deemed as Channel Partner purchases.

The purchase date is defined as the issue date of the ARIA invoice to the Channel Partner (or Program Partner) for the Products.

All amounts quoted are in A$ and are to be calculated at net (after all discounts) and exclusive of GST.

Total Minimum Purchase Target for Group Voice 1 – FACTOR = 0.778

(LG-Nortel Aria Product) for the First Contract Year: A$ 0,000,000

The Minimum Purchase Target for the first Contract Year by Quarter is as follows:

Quarter 1 (1st July 2009 to 30th Sept 2009) A$ 000,000

Quarter 2 (1st Oct 2009 to 31st Dec 2009): A$ 000,000

Quarter 3 (1st Jan 2010 to 31st March 2010): A$ 000,000

Quarter 4 (1st April 2010 to 30th June 2010): A$ 000,000

Total Minimum Purchase Target for Group Voice 2 – FACTOR = 0.778

(LG-Nortel iPECS Product) for the First Contract Year: A$ 000,000




Quarter 3 (1st Jan 2010 to 31st March 2010): A$ 000,000



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Total Minimum Purchase Target for Group Voice 4 – No Factor

(ShoreTel UC Product) for the First Contract Year: A$ 000,000




Quarter 3 (1st Jan 2010 to 31st March 2010: A$ 000,000


Targets and Sales achievements are measured separately for each Product Group. Over-achievement in one Product Group WILL NOT offset under-achievement in another Product Group. Channel Partner Designation and Partner Loyalty Programs (except where stated in Annex L) are exclusively performance-related to each Product Group and NOT aggregate totals.

Aria TechnologiesBy: Title:______________________________

Name: Date:_____________________________

[Insert Channel Partner]

By: Title:____________________________

Name: Date:____________________________


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ANNEX D: SOFTWARE USE AGREEMENT

MEMORANDUM OF AGREEMENT made and entered into on , 200X BY AND BETWEEN:

Aria Communications Pty Ltd (t/a Aria Technologies), of 895 Wellington Road, Rowville, Victoria 3178 (ABN 22 090 723 925) (“ARIA”)

and

[INSERT NAME OF END USER CUSTOMER] ("Customer").

WHEREAS

A. The products supplied by ARIA incorporate, contain or include Aria Technologies software owned by Aria Technologies, LG-Nortel Ltd, ShoreTel Inc. or an Affiliate of any of thes , being a set of programs in machine readable code provided on magnetic tape or other storage media and intended to be loaded into the memory of a product's processor unit(s) which provide basic logic, operating instructions and user-related applications instructions (as well as associated software documentation ("the Software");

B. This Agreement therefore sets out the Customer's rights to use the Software with the products supplied by ARIA.

The Parties agree as follows:

1. Licence

In consideration of the price paid by the Customer to ARIA for the equipment, ARIA hereby grants Customer a non-exclusive licence to use the Software, subject to the following conditions:

(a) the Customer acquires no right, title or interest in or to the Software other than the right to use the Software as permitted in sub-paragraph (b) hereof;

(b) the Customer shall limit the use of Software to itself, for installation, operation and maintenance of the specific processor unit(s) of the Products and having a specific location(s) (the exact details of which are set out in the Schedule “A” to this Software Use Agreement.

(c) in the event of the bona fide lease or sale of systems, including Software (“the System”), the Customer shall have the right to assign its interest in the Software Use Agreement to the lessee or purchaser subject to ARIA being provided with a signed copy of such assignment and acceptance by the purchaser to be bound by the terms of the Software Use Agreement;

(d) the Customer shall hold the Software in confidence for ARIA, and shall not, during the term of the Software Use Agreement or at any time after the date of the Software Use Agreement use, modify or reproduce the Software except as expressly permitted, or divulge the Software to any person other than employees of the Customer with a need to know, without the prior written consent of ARIA. Such employees to whom the Software is disclosed shall be advised of the confidentiality thereof, and shall be required to observe the same, and Customer shall be responsible for their compliance accordingly. Confidentiality shall not extend to that portion of the Software which has become part of the public domain by acts not attributable to the Customer. The terms of this Section shall survive the expiry or termination of this Software Use Agreement; and


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(e) the right to use Software granted by this Software Use Agreement shall be in accordance with the laws applicable and so as not to affect, and to preserve, the proprietary and confidential nature of the Software and any patent, copyright or other rights of third parties, applicable to the Software.

2. Commencement and Duration

This Software Use Agreement shall commence on the date of its execution by the Parties and shall remain in force unless terminated as provided herein.

3. Warranty and Liability

3.1 ARIA warrants that, as at the date of delivery of Software to Customer, the Software shall conform in all material respects to the relevant standard descriptive information, as well as engineering, installation, operating and maintenance instructions for a System (“the Documentation”). ARIA’s sole liability and Customer's exclusive remedy, in the event of any failure of the Software so to conform, is repair or replacement of the defective Software, provided Customer notifies ARIA through the supplying Channel Partner in writing of any alleged defect, within twelve (12) months of the date of delivery at Customer’s site. ARIA does not warrant that the Software will meet Customer's requirements or that its operation will be uninterrupted or error-free. ARIA will have no obligation under the foregoing warranty for defects which result, in whole or in part, from Customer's fault or negligence, or from modifications made to the Software other than by ARIA or with ARIA’s approval, or improper or unauthorised use of the Software (including the combination, operation or use of the Software with equipment, data, software or other products not supplied by ARIA or approved by ARIA for operation or use with the Software), or use of the Software in a manner for which it was not designed, or by causes external to the Software.

3.2 To the extent permitted by law, ARIA excludes all representations, warranties, conditions and other terms not expressly stated in this Agreement, with respect to the Software, including without limitation any implied warranties or conditions as to satisfactory quality and fitness for a particular purpose. Subject to the warranty above and the following sentence, ARIA shall not be liable under or in connection with this Agreement or any collateral contract for:

(i) any loss of income, profit, goodwill, business, anticipated savings or data (including the reconstitution thereof); or

(ii) any indirect or consequential loss or damage of any kind howsoever arising and whether caused by breach of contract ,tort.(including negligence and breach of statutory duty) or otherwise.

Nothing in this Agreement shall have the effect of excluding or limiting ARIA’s liability for fraud, or for death or personal injury caused by its own negligence, or any other liability, if and to the extent that the same may not be excluded or limited as a matter of law.

4. Support

With a view to supporting Software operation after the date of delivery ARIA undertakes to provide:


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(a) technical assistance services with the objective of diagnosing and correcting errors in the Software upon the conditions stated in the Documentation, at no expense to Customer during the period of 12 months following the System in-service date, or of 12 months from the date of delivery to Customer’s Site, whichever period first expires. This will provided through the supporting Channel Partner; and

(b) other Software support services as may be offered from time to time by ARIA to the extent compatible with its available resources, at the then prevailing rates charged by ARIA.

5. Termination

5.1 In the event Customer shall be in breach of this Agreement, or one or more of its material obligations under this Agreement, and in the event such breach is not remedied by Customer within sixty (60) days of the giving of notice of such breach, in addition to any rights and recourses permitted by law or equity, ARIA shall have the right to terminate this Agreement with respect to the rights granted to Customer. ARIA shall have the right to terminate this Agreement immediately if there is a breach of a material obligation which in ARIA’s opinion cannot be remedied by Customer. In the event of such termination Customer shall, at ARIA’s request, return or cause to be returned to ARIA the Software and Documentation, and any copies thereof, then in its possession or control.

5.2 Insofar as is permitted by the law applicable to this Agreement, the parties hereby agree that ARIA (or any of its affiliated companies) shall have the right to enforce the terms of this Agreement against the Customer as if it were a party hereto and any provision of local law to the contrary is hereby excluded to the fullest extent permitted by such law.

6. Notices

Any notices shall be deemed given when forwarded by prepaid registered or certified first class air mail or by facsimile, cable, telegram, telex or hand delivery to the other Party at its usual business address or subsequently notified by either Party to the other in writing, and shall be deemed received on the sixth (6th) business day after mailing if by mail, and the following business day if by facsimile, telex or hand.

7. Entire Agreement

This Agreement, together with any other agreement of which it forms part, represents the sole and entire agreement between the Parties with respect to the Software and supersedes all prior agreements and representations between them. Customer shall not have any remedy in respect of any untrue statement made to it upon which it relied in entering into this Agreement (unless such untrue statement was made fraudulently) and Customer's only remedies shall be for breach of contract as provided in this Agreement. Nothing in this clause shall, however, operate to exclude or limit any liability for fraud or misrepresentations as to fundamental matters.

8. Severability

The unenforceability or invalidity of any part of this Agreement will not affect the enforceability or validity of any remaining part.

9. Governing Law

The validity, construction and performance of this Agreement shall be governed by the laws of Victoria and the parties hereby submit irrevocably to the exclusive jurisdiction of


38

the courts of that country provided that ARIA shall have the right to initiate proceedings against Customer in any court of competent jurisdiction.

10. Third-Party Rights

Insofar as permitted by the law applicable to this Agreement, the parties hereby agree that ARIA (or any Affiliate) shall have the right to enforce any term of this Agreement which confers or purports to confer a benefit on it (including without limitation Clause 5.1) and any provision of local law to the contrary is hereby excluded to the fullest extent permitted by law.

The signing of this Agreement by the Channel Partner shall be deemed to be communication by, and on behalf of, ARIA (or any of its affiliated companies) to Customer, of ARIA’s assent to the right(s) conferred on it pursuant to Clause 5.2 of this Agreement.


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ANNEX E: TRADING TERMS

1. Trading Terms

ARIA standard trading terms for Channel Partners with relevant partner designations are as follows:

a) For Platinum Partners: Full payment of account as due must be received by ARIA within 45 days from date of statement (i.e. 45 days from the last trading day of any month).

For Gold, Silver and Bronze Partners: Full payment of account as due must be received by ARIA within 30 days from date of statement (i.e. 30 days from the last trading day of any month).

b) In the event of non-payment, ARIA may suspend performance, Product shipments, any marketing, incentive, discount, support or promotional programs or otherwise terminate this Agreement. ARIA reserves the right to impose an interest charge on all amounts past due shall accrue interest from the sixteenth (16th) day following the last “Due by” date of the statement at the rate of two percent (2%) per month (or such lesser rate as may be the maximum permissible rate under applicable law).

c) In the instance of continued or recurring late payments, ARIA will reduce the Designation of the Channel Partner and will require pre-payment and clearance of funds prior to despatch of goods from ARIA warehouse. Channel Partner Loyalty entitlements will be suspended.

2. Credit Limit

Where the Channel Partner has exceeded their Credit Limit ($) the Channel Partners account is automatically placed on “stop”. No further goods can be despatched from the warehouse until ARIA receives sufficient disbursement from the Channel Partner to provide adequate credit for the required goods. The Channel Partner may apply for an increase in their Credit Limit by discussing such requirements with the ARIA Channel Manager and providing documentation/guarantees as required by ARIA Credit Department.

3. Quarantine

Where a severe systemic problem or batch issue occurs with ARIA Product resulting in non-payment to the Channel Partner by the End User, ARIA may, at its discretion, quarantine payment for the Product in question for up to three (3) months. The Channel Partner MUST advise the ARIA Channel Manager, cc: ARIA Engineering Manager, in writing of their desire to invoke such quarantine at least 10 working days before the due payment date and MUST include the ARIA Help-Desk case number assigned to the fault. Failure to follow this protocol will void the quarantine process and result in demand for payment.

4. Special Pricing

Where the Channel Partner has negotiated special discount and/or special terms for major accounts, tenders, period contracts etc. with ARIA, ARIA reserves the right to reduce rewards or rebates offered under the Channel Partner Loyalty Program, (Annex L).


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ANNEX F: DELIVERY INFORMATION

Nominal Order/Delivery times

The following detail is provided as a guide only, and no guarantee’s are offered or implied. Times given are nominal, depend on stock availability and will vary at peak times such as end of quarter or end of financial year. Channel Partner accounts must be active (i.e. not on stop credit, or have exceeded the credit limit)

ARIA currently utilizes Star Track Express for all system deliveries. Should you require airfreight delivery, this is provided at Channel Partner cost and written authorization to our Logistics Managerr is required. ([email protected])

Order – DespatchBest efforts are made to ensure that orders received by 10.00am (Australian Eastern Time) will be despatched by 4pm on the next day. Orders received after 10.00am will be despatched by 4pm on the second working day. However, at peak times (within 4 days of month-end, 10 days of quarter-end or at the end of marketing/promotional campaigns), the order/despatch period is extended by up to 5 working days.

Despatch-Delivery (working days)Melbourne & Suburbs next dayCanberra/ACT next daySydney & Suburbs (Excl outer west) next daySydney Outer western suburbs two daysRegional Victoria two daysRegional NSW three daysBrisbane two daysGold/Sunshine Coast three daysLower/Central Qld four daysFar North Qld /Central Highlands five daysAdelaide next dayRegional SA five days Perth five daysRegional WA (south/east) seven daysRegional WA (Pilbara/Kimberley) ten daysNT six daysCentral Australia (Alice, Mt Isa etc) ten daysTasmania four days

Note: Delivery times are nominal only and are beyond the control of Aria Technologies.


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ANNEX G: PRODUCT WARRANTY AND END-OF-LIFE SUPPORT

1. WARRANTY

ARIA reserves the right to change the Product warranty provisions at any time, upon thirty (30) days prior written notice to the Channel Partner for Orders accepted after that date.

All ARIA warranties must be made available by the Channel Partner to the End User. Formal warranty statements, including the warranty applicable to ARIA software, appear in this Agreement, the Price List or information packet that accompanies the ARIA product.

1.1 Hardware Warranty

ARIA warrants to the Channel Partner that each item of Hardware, excluding consumable items, will be free from defects in workmanship and materials attributable to ARIA and its Affiliates or Related Bodies Corporate for its respective warranty period as set forth in this Annex G.

Except as may be otherwise specified in the current Price List, the warranty period for:

i. LG-Nortel Aria :- 24, 130C, 130, 300, 300E, 600 (LDK series) Systems, LG-Nortel iPECS Systems, LG-Nortel 7000 series Handsets, LG-Nortel iPECS 7000 and 8000 series IP Handsets: is fifteen (15) months from the date the Hardware is shipped from ARIA store or twelve (12) months from the date the Hardware is first placed in service with an End-User, whichever period expires first (reference W1 in table below); and

ii. ShoreTel UC system components and IP handsets, LG-Nortel W-SoHo handsets, LG-Nortel Switches and AP’s, LG-Nortel DECT system-integral DECT handsets: 13 months from the date the Hardware is shipped from ARIA store or twelve (12) months from the date the Hardware is first placed in service with an End-User, whichever period expires first (reference W4 in table below); and

iii. For all other Products: Various terms are applicable to hardware warranty. The relevant terms are specified in the Price List or information packet that accompanies the Product. These are categorised as:

CODE WARRANTY PERIODW0 No WarrantyW1 Whichever period expires first:

a. 15 months from date of shipment from ARIA b. 12 months from date placed in service with End-User

W2 90 days from date of shipmentW3 Warranty provided by third-party manufacturerW4 Whichever period expires first:

a. 13 months from date of shipment from ARIA b. 12 months from date placed in service with End-User


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1.2 Software Warranty

ARIA warrants to the Channel Partner that each item of Software, as delivered by ARIA and properly installed and operated on the Hardware or other equipment it is originally licensed for, will conform and function substantially as described in its accompanying user manual during its respective warranty period, as set forth in this Annex G.

If any item of Software fails so to function during its warranty period, and subject to a valid warranty claim, ARIA’s sole obligation and liability under this warranty is for ARIA or ARIA’s supplier, at its discretion, to provide a suitable fix, patch or workaround for the problem which may be included in a future software release.

Except as may be otherwise specified in the current Price List, the warranty period for Software is:

i. LG-Nortel Aria Systems, LG-Nortel iPECS Systems, LG-Nortel W-SoHo systems, ShoreTel UC Systems, LG-Nortel Switches & AP’s: twelve (12) months from the date the Hardware and Software is first placed in service with an End User (reference S1 & S2 in table below); and

ii. For all other Products: Various terms are applicable to software warranty. The relevant terms are specified in the Price List or information packet that accompanies the Product. These are categorised as:

SOFTWARE GROUP WARRANTY PERIODS0 No WarrantyS1 & S2 a. 12 months from date placed in service with End-

UserS3 & S4 Whichever period expires first:

a. 120 days from date of shipment from ARIA storeb. 90 days from date placed in service with End-User

S5 Warranty provided by third-party manufacturer

1.3 Warranty Entitlement

Where a Product fails to comply with the above warranty, the Channel Partner’s exclusive remedy and ARIA’s sole obligation and liability in respect of that failure is as follows:

WARRANTY ENTITLEMENTS DESCRIPTION

90-dayHardware & Software warranty (W2, S3 & S4)

• Return to factory for repair or replacement shipping within 20 business days from receipt of the defective product within 90 days of original shipment from ARIA • 90-day assurance that the Software media is defect-free and the Software conforms to its published specifications(Advance replacement available for Current Product and some withdrawn Product, N/A obsolete Product)

12-month limited Hardware & Software warranty (W1, S1 & S2)

• Return to factory for repair or replacement shipping within 20 business days from receipt of the defective


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WARRANTY ENTITLEMENTS DESCRIPTION

product within 12 months of original shipment from ARIA. • 90-day assurance that the Software media is defect-free and the Software conforms to its published specifications(Advance replacement available)

2. END OF LIFE SERVICE SUPPORT

ARIA will provide support for Products after cessation of manufacture for up to 5 years. ARIA is not required to provide free support for services either during or after this timeframe, and may, in its sole discretion, charge premiums for continued support of any discontinued products.

Further support for obsolete Products beyond this period may be provided on a commercially reasonable efforts basis, as determined by ARIA.

Hardware Support

During the initial 3 year End of Life Support period, nominal quantities of service parts will be held in stock. While ARIA will make best effort to supply service parts, ARIA does not guarantee availability within any timeframe should a particular item become unavailable. Replacement parts may be new, used or refurbished at ARIA sole discretion. No guarantee of any kind is made for supply of parts during the final 2 years of End of Life Support period.

Should replacement and/or expansion items supplied by ARIA during this period require a software, firmware and/or hardware upgrade to the End Users system to achieve operability such an upgrade would be at the End Users expense.

2.1 Software Support

Telephone and/or on-line support will continue to be provided for all Software.

ARIA will only provide software support (including associated patches, fixes and workarounds) for the last published software release and one release back for Data Products and two release back for Voice Products.

3. DEAD-ON-ARRIVALS (DOA)

The DOA (also known as Out of Box Failure (OBF)) period for all Products is 10 days from date of shipment from ARIA. DOA products are those items having obvious material defects detected when the item is unpacked, or electronic failures discovered during the 10-day DOA period.

DOA requests are to be processed in accordance with ARIA’s warranty return procedure and marked DOA where indicated. In the case of DOA, unless unavailable, the replacement will be new stock.


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ANNEX H: REPAIR PROCESS

Warranty returns process

1. For the term of the warranty (specified in the Annex G) all claims will be handled in the following manner:

i. Complete a warranty claim form (Equipment Fault Docket - EFD) and fax it to the ARIA Repair Centre on (03) 9213 9799. (Do NOT use Orders fax (03 9213 9700) or Admin fax (03 9213 9710), or delays will occur in processing.)

ii. ARIA will issue an RA (Return Authorization) number, which will be printed on your original EFD form, and this form will be returned by fax to you.

iii. ARIA will dispatch a replacement part at our expense, to you, within 24 hours.iv. You will, at your expense, return the faulty part to the Repair Centre at the following

address within 21 days. A copy of the completed EFD form MUST be included with the returned item.

v. If the EFD form is not include, is incomplete, or contains insufficient fault information it will be returned to you for completion. ARIA must then receive it within the 21-day period as per item 2 below, or the process described in item 2 below will occur.

Returns packaging shall be addressed as follows:

Repairs

Aria Technologies

895 Wellington Road

ROWVILLE VIC 3178

RA Number: XXXXXX

2. Failure to forward the faulty part to ARIA within 21 days will result in an invoice for the full replacement price of the part being issued to you. If Aria Technologies subsequently receive the faulty item, it will be returned to you without being repaired.

3. If the faulty item is damaged (as listed in clause 13.6, Warranty Conditions) or in such a condition that it cannot be cleaned, repaired and returned to replacement stock, the originator will be invoiced at the cost of a new item, and the faulty item will be returned to the Channel Partner without being repaired.

4. Dead on arrival (DOA) can only be claimed within 10 days of installation

5. Repaired items carry a 90-day warranty, or the remainder of the new-system warranty, whichever is greater. (Annex G – W2)

Out-of Warranty Repair Process

Repair service

Aria Technologies offer a turnaround/repair service for all products purchased from Aria Technologies, excluding consumables and obsolete products. Standard pricing applies to all repairs and this can be found on the Partner website (Pricing).


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Repaired items carry a 90-day warranty, or the remainder of the new-system warranty, whichever is greater. (Annex G – W2)

Repair returns process

i. Complete an EFD (Equipment Fault Docket) and fax it to the ARIA Repair Centre on (03) 9213 9799. Do NOT use Orders fax (03 9213 9700) or Admin fax (03 9213 9710) or delays will occur in processing.

ii. ARIA will issue an RA (Return Authorization) number, which will be printed on your original EFD form, and this form will be returned by fax to you.

iii. The EFD completed and issued by the Channel Partner will be deemed an irrevocable order and will instigate billing against the RA Number to the Channel Partner.

iv. If you require the returned item to be repaired rather than a replacement sent, tick the “Customer Owned” box. The same item will be returned following repair, which may take up to 3 months. (Go to point iv).

v. ARIA will dispatch a replacement part at our expense, to you, within 24 hours.vi. You will, at your expense, return the faulty part to the Repair Centre at the following

address within 21 days. A copy of the completed EFD form MUST be included with the returned item.

vii. If the EFD form is not included, is incomplete, or contains insufficient fault information it will be returned to you for completion. ARIA must then receive it within the 21-day period as per item 2 below, or the process described in item 2 below will occur.

viii. Returns packaging shall be addressed as follows:

Repairs

Aria Technologies

895 Wellington Road

ROWVILLE VIC 3178

RA Number: XXXXXX

Failure to forward the faulty part to ARIA within 21 days will result in an invoice for the full replacement price of the part being issued to you. If ARIA subsequently receives the faulty item, it will be returned to you without being repaired.

If the faulty item is damaged or in such a condition that it cannot be cleaned, repaired and returned to replacement stock, the originator will be invoiced at the cost of a new item, and the faulty item will be returned to the Channel Partner without being repaired.


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ANNEX I: RETURN FOR CREDIT

To facilitate return for credit, the following process and conditions must be followed. ARIA must receive credit requests within 30 days of original despatch date. After this time goods will not be accepted for credit return:

1. Return for credit process

i. Prior to despatching the item(s) a Credit Request Docket must be completed and faxed to the Channel Partners ARIA Channel Manager on 03 9213 9710 or 02 9263 9300.

ii. Provided the request meets the criteria documented here, a Credit Request Authorisation (CRA) number will be issued and the Credit Request Docket will be returned to the Channel Partner.

Thereafter goods for credit should be returned complete with all accessories, user guides etc, and in their original packaging and returned within 14 days. A copy of the approved Credit Request Docket MUST be included in the packaging with returned items, and the container addressed as below:

CREDIT RETURNS

Aria Technologies

895 Wellington Road

ROWVILLE VIC 3178

CRA Number: XXXXXXX

2. Return for credit conditions

i. Items received without documentation or without CRA number will be returned to the Channel Partner without credit.

ii. Issuing of a CRA number does not guarantee that a credit will be issued. Items will be inspected on receipt and may, solely at the discretion of ARIA, be rejected or devalued if scratched or show signs of use. Goods that are accepted for credit will attract a 5% restocking fee.

iii. Goods that are not returned in their original packaging and/or are returned without accessories will attract a 20% fee.

iv. Goods that are damaged will be returned to the Channel Partner and the credit rejected.v. Credits will exclude any freight or other charges, and return freight is at the Channel

Partners expense.vi. Once approved, the credit, less charges listed above, will be posted against the Channel

Partner Account. Credits cannot be invoiced to ARIA, nor can they be deducted from accounts paid by the Channel Partner on the assumption that a credit is forthcoming – such will result in the account being placed on stop.

vii. ARIA must receive credit requests within 30 days of original despatch date, and thereafter returned goods within 14 days of issuing a CRA. After these times, goods will not be accepted for credit return.


Important note:

KeycodesNote that Keycodes for LG-Nortel or ShoreTel systems are non-refundable and non-transferable.

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ANNEX J: COOPERATIVE MARKETING FUNDS – ADVERTISING REBATE

1. Advertising Rebate Facility & Process

a) ARIA will contribute up to 2% of the product value (invoiced - tax exempt) toward joint advertising or promotion to the Channel Partner. This is based on 6 month periods (Jan-Jun and Jul-Dec).

b) Advertising can be claimed in the period in which it occurs or the period immediately following. i.e. Advertising in July 2007 can be claimed in the period July-December 2007 or January-June 2008. Unused or excess funds are not carried forward.

c) This contribution will be strictly on a 50/50 basis with you, and not with another product supplier. However, subject to pre-approval by ARIA, they may be used in conjunction with a Carrier promotion. (e.g. ARIA/Telstra/Channel Partner joint promotion)

d) ARIA Visual Identity logos must be prominent on the advertising or promotional material and use of the logos/trademarks etc. must be approved by ARIA prior to publication.

e) Use of Cooperative Marketing Funds must be approved by ARIA prior to publication. ARIA will credit the Channel Partners account with funds within 30 days of receipt of proof of spend. ARIA will not pay media outlets directly.

f) Cooperative Marketing Funds will be considered for promotional material such as media advertising, product promotions, fliers, brochures, signs and signage, etc. They will not be considered for ongoing or unquantifiable activities such as lighting or signage running costs, donations for goodwill, stationery, letterheads or business cards, etc.

g) Any special promotions may be discussed with the ARIA Channel Manager or Marketing Department.

h) All requests for approval for use of Cooperative Marketing Funds should be directed to: Georgina Blair email: [email protected] (LG-Nortel Products) or [email protected] (ShoreTel Products), fax (03) 9213 9710.

i) Do not invoice ARIA for your advertising contribution; however you will need to provide a copy of the media invoice for proof of spend.

j) Approved claims will be credited against the Channel Partners account within 30 days. They may not be deducted from current invoices.


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ANNEX K: PARTNER SUPPORT CAPABILITIES

Pre-Sales Support and Pre-Installation Technical Support

The Channel Partner is required to provide assistance and support to End Users (Customers) by:

a) providing pre-sales support by having qualified technical representatives who have been duly trained on the Authorised Products and are able and available to assist in analysing End User needs and positioning ARIA products which will fulfil the End User requirements; and

b) advising the End User on equipment configuration and engineering of the Authorised Products; and

c) diagnosing and resolving problems during the installation and commissioning of Authorised Products.

Post Installation Level 1 and Level 2 Support Services

The Channel Partner shall ensure that faults or perceived faults shall be reported by End User to the Channel Partner in the first instance and be attended to by the Channel Partners technical staff qualified to perform Level 1 or Level 2 Support (where “Level 1 Support” and “Level 2 Support” are defined below).

Before seeking any assistance or support from ARIA, the Channel Partner must respond to the End User requests for assistance by using its technical staff qualified to perform Level 1 or Level 2 Support. After unsuccessful attempts by the Channel Partners staff qualified to perform Level 1 or Level 2 Support to correct the relevant faults, ARIA Product Support Group (PSG) will accept fault reports from the Channel Partner and provide “Help Desk” telephone support. ARIA will only accept these fault reports from the Channel Partner’s certified post-sales technical staff. The Channel Partner must maintain, or have access to, the appropriate numbers of certified post-sales technical staff as specified in conjunction with the Channel Partner’s Designation.

SERVICE STANDARDS

The Channel Partner agrees to comply with ARIA’s minimum service requirements as stated below (“Support Services”) in order to facilitate the successful installation and maintenance of Products (“Service Standards”). Service Standards may be modified by ARIA, as deemed necessary to accommodate a) changes in the market for the Products, b) changes in ARIA’s method of distributing the Products, and/or c) evolution of the Product design. The Channel Partner shall comply with the revised Service Standards in a reasonable time frame, but in no event, later than ninety (90) days following such change.

Service Centre: The Channel Partner must establish, staff, and maintain a service centre(s), of sufficient size and numbers, to support the installation, warranty, and post warranty maintenance requirements for the Products (“Service Centre”). Within each Service Centre, or at a central location in support of multiple Service Centres, the Channel Partner agrees to maintain a log of all End User service requests, perform initial dial up diagnostics as specified in the Product support documentation, and dispatch service personnel as necessary.


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Materials: All Product installation and repair activity must be accomplished using materials that meet ARIA’s minimum quality specifications as published in the applicable Product support documentation.

Training: The Channel Partner is required to provide sufficient initial and periodic supplemental training to the Channel Partner’s engineering and other technical staff to meet and maintain technical certification and Product Authorisation.

a) Level 1 Support Services

The Channel Partner routinely provides and, or possesses:

• Direct services relationship and onsite support services to the End User

• Broad inter-working or inter-networking troubleshooting expertise

• Approved Product configuration and upgrade support

• Comprehensive general Product information

• Pre- and post-sales information

• Collection of relevant technical problem identification information including detailed history of the symptoms, Hardware and/or Software revision information, and configurations.

• Regular progress feedback to End User

• Ability to filter dummy problems from real technical problems

• Ability to capture network traces

• Onsite visits to End Users to gather information if situation requires

• Ability to perform problem isolation, work-around & fix

• Ability to provide on-site troubleshooting if situation requires

• Ability to download software to a TFTP server and provide software updates to End-Users

b) Level 2 Support Services

The Channel Partner routinely provides and, or possesses all Level 1 abilities and services plus the ability:

• To investigate Hardware

• To swap faulty card/module if some indicator on the faceplate shows faulty

• To check cables/fibres

• To swap card/module position/slot

• To do power-cycle


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• To reboot the system

• To gather the software level and patches

• To get and check the configurations/provisioning

• To check the specifications

• To check the procedure is followed as documented.

• To check the configuration is per ARIA recommendations.

• To verify that the system engineering limitations have not been exceeded.

• To gather log/history files and analyse information using all available tools and documents.

• To search a similar issue in distributor database and available ARIA / master distributor libraries, including on-line tools.

c) Out-of-area Installations

• The Channel Partner will undertake to utilize the recognized ARIA Network for installations in areas outside of their service capability, and where a representative of the ARIA Network is available. (E.g. Where a Melbourne Channel Partner sells a system into Hobart, and wishes to use a local company for installation, this company must be an ARIA Channel Partner Authorized Reseller, with personnel trained and certified on the respective product.


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ANNEX L: PARTNER LOYALTY PROGRAMS (note: This applies to LG-Nortel Aria & iPECS Systems and peripherals only):

1. Program Design

This program is designed to reward sales performance, loyalty and Channel Partner investment in technical recourses and certification (as applicable). It is a cumulative system based on incremental rebates as milestones are achieved. All rebates are measured against YTD sales (excluding GST) and are calculated and paid following the end of each quarter (i.e. end of September, December, March, June). Channel Partners will be advised of the calculated rebate in writing following quarter close-off, and the rebate posted to their account in the form of a credit within 30 days.

2. Channel Partners are classified in tiers as follows:

Tier 1 Partners who sell Aria Technologies solutions onlyTier 2 Partners who sell Aria Technologies PLUS one other vendors solution Tier 3 Partners who sell Aria Technologies PLUS two other vendors solutionsTier 4 Partners who sell Aria Technologies PLUS three or more other vendors

solutions

3. Compliance (Certification) Rebate

Compliance rebate is offered to assist Channel Partners in attaining and retaining Technical Certification for their technical support staff relating to IP telephony products (iPECS). The rebate is calculated on cumulative YTD sales (excluding GST) and is offered independently of sales performance as follows:

Compliance RebateResources Tier 1 Tier 2 Tier 3 Tier 4

1 x Accredited iPECS Technical Resource

1% 0.5% 0 0

2 x Accredited iPECS Technical Resources

1.5% 0.75% 0 0

3+ x Accredited iPECS Technical 2% 1% 0.5% 0Aria Technologies Channel Partner Agreement – V1.2PA AT -CPA1.2 -250909rp

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Resource3

4. Sales Performance (Volume) Rebate

This program is designed to reward sales performance and encourage over-achievement while maintaining realistic retail pricing and margins. Rebates apply to Aria or LG-Nortel products purchased from ARIA, based on the purchase price from ARIA and to Aria or LG-Nortel products purchased from TBS (excluding GST), based on Telstra Business Systems’ purchase price from ARIA (excluding GST). Rebate is paid once purchases exceed $250K (ex-GST), and henceforth the percentages applied in such a manner as to ensure the increasing rebate is paid back retrospectively (i.e. the increasing % value is applied at each milestone, plus payment differential of previous milestones, back to the first $).

Performance RebatePurchases from Aria (ex-GST) Tier 1 Tier 2 Tier 3 Tier 4

Less than $250,000 0 0 0 0Over $250,000 2% 1% 0.5% 0Over $500,000 3.5% 1.75% 0.875% 0Over $750,000 5% 2.5% 1.25% 0Over $1,000,000 7% 3.5% 1.75% 0Over $1,500,000 8% 4% 2% 0Over $2,000,000 9% 4.5% 2.25% 0Over $2,500,000 10% 5% 2.5% 0

5. Conditions

The Rebate Scheme is based on a purchase factor of 0.778, and/or standard purchase price for TBS orders. Rebates will not apply to discounted sales or when special pricing is requested and mutually agreed for government and corporate sales or tenders. However such sales will contribute to the aggregate target and thus contribute to other rewards such as Conference eligibility.Payment by credit to the Channel Partners account will be made provided the account remains current throughout the period. (I.e. all payments due to ARIA have been received on due dates throughout the quarter.) Rebates will be discounted by 1/3rd for each month that payment terms are violated except in circumstance where the correctly implemented quarantine process has been invoked. Exceeding the $ credit limit will not affect payment of rebates as this is within ARIA discretion. Rebate will be paid on a quarterly basis by credit to the Channel Partners account within thirty days from the end of the quarter.

6. ARIA Sales Conference

ARIA offers Channel Partners the following fully sponsored positions to the ARIA Annual Sales Conference, held at an exciting location during August-September each year. A minimum of 1x Land-only position must be achieved for attendance, after which additional places may be purchased. In such cases, Platinum Partners have priority booking for additional non-sponsored positions (subject to availability).

ARIA Sales Conference eligibility:


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Purchases: At target Land Full Purchases: Below target Land Full$100K-$250K ex tax 1 $100K-$250K ex tax 0$251K-$500K ex tax 1 $251K-$500K ex tax 1$501K-$1000K ex tax - 2 $501K-$1000K ex tax - 1$1001K-$1500K ex tax - 3 $1001K-$1500K ex tax - 2$1501K-$2000K ex tax - 4 $1501K-$2000K ex tax - 3$2001K + ex tax - 5 $2001K + ex tax - 4

7. LG-Nortel Global Partners Conference

In addition to the ARIA Sales Conference, LG-Nortel Ltd (Korea) hold an Annual Global Partners Conference (GPC) each year. This Conference brings together top LG-Nortel Distributors and a number of their Premium Dealers/Channel Partners from around the world, usually during October or November. Subject to availability, ARIA will invite the Channel Partner who receives the Premium Annual Award plus a very limited number of top Channel Partners to this Conference. (Actual number of positions available is dependent on the overall performance of ARIA for the Calendar Year.)These positions are fully-funded by LG-Nortel & Aria; however additional (purchase) places for this conference are not available.

4. Channel Partner Specific Reward Programs (Applies to all Products)

ARIA is able to offer Partner-specific Reward or Marketing programs to the Channel Partner. These can include Sales Achievement Rewards for the Channel Partners Sales staff; Individual, target-specific Marketing Campaigns or End-User bonus programs in conjunction with the Channel Partner. Such programs should be initiated through the ARIA Channel Manager who will engage the relevant ARIA Marketing resource to work with the Channel Partner.


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ANNEX M: RESELLERS

1. Platinum and Gold Partners may establish a Reseller or Network of Resellers to provide additional routes to market, focusing on high-volume, lower value products. The number should be within the support capabilities of the Channel Partner, but generally no more than 12 (Platinum Partner) or 5 (Gold Partner).

2. Application for their approval as “LG-Nortel Authorized Reseller” (“AR”) must be made to ARIA by the Channel Partner. This will require written endorsement by the Channel Partner as to their technical competence and ability and the incremental product sales expected upon their appointment. (AR’s should undertake to meet minimum sales targets to justify their appointment.) The proposed Authorized Resellers company details must be supplied to ARIA.

3. Following approval by ARIA, the Channel Partner will be notified and issued with an “Authorized Reseller” number. Marketing materials and Authorized Reseller logos and decals will then be issued by ARIA.

4. ARIA may reject any Reseller application for any reason.5. Channel Partners may seek to appoint Authorized Resellers in any state or territory within

Australia. However, Channel Partners must have satisfactory infrastructure in place to provide mandatory technical support. Channel Partner’s may not appoint Dealers or Resellers outside of Australia.

6. Where an Authorized Reseller is utilizing the ARIA product to leverage-sell, or gain predominance for a competing product, the Channel Partner will accept instruction from ARIA and will immediately terminate the AR.

7. Channel Partner’s will undertake to provide sales and service support, along with product and technical training to their appointed and recognized Authorized Resellers.

8. Under instruction from ARIA, the Channel Partner will provide remedial action where the Channel Partner’s Authorized Reseller has failed to deliver adequate End User service or satisfaction to the End User. This may include termination of the Authorized Reseller if unsatisfactory performance continues.

9. All Channel Partner Resellers must be authorized by ARIA. Failure to do so has serious implications relating to Product warranty and the mandatory registration and licensing of Software.

10. Sales by Channel Partners to Authorized Resellers other than those registered to the Channel Partner are not permitted

11. Authorized Resellers may not on-sell to other resellers or sub-contractors. 12. To guarantee that QA standards to End Users are maintained, ensure accountability and

define responsibility throughout the supply chain, Reseller performance and End User satisfaction remains the responsibility of the Channel Partner.

13. Where a Channel Partner terminates an Authorized Reseller, it is the Channel Partner’s responsibility to secure the return of ARIA collateral such as FastQuote, brochures, decals, signage etc. Furthermore, the Channel Partner shall advise ARIA in writing, to ensure the Authorized Reseller is removed from the ARIA Channel Partner’s Reseller list etc. Such notification should include any relevant information that would preclude the Reseller from appointment in future (e.g. inadequate installation standards, poor End User service, payment deficiencies etc.).

14. Authorized Resellers are permitted to sell Aria 24, Aria 130c/130 and iPECS 50 systems only.

15. Authorized Resellers are prohibited from offering technically complex products including Qsig/VoIP networking, key-coded devices, Aria 300, Aria 600, iPECS or ShoreTel Systems, (except under the conditions outlined in 16).

16. In the instance where an AR has a sales opportunity for an excluded system, the AR may act as an agent for the Channel Partner, however the offer must be submitted in the name of the Channel Partner, and the contract and all contractual obligations must be between the End User and the Channel Partner. The Channel Partner assumes full responsibility for the sale, installation and End User satisfaction.


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17. ARIA will not authorise the appointment of Reseller(s) in an area well served by a competent, performing ARIA Channel Partner.


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ANNEX N: TRADEMARK, BRANDING & LOGO GUIDELINES

The Channel Partner shall submit to ARIA for prior approval all advertising and other material on which the Trademark(s) and/or Logo(s) appears or is intended to be used. The Channel Partner shall send to ARIA a soft copy of completed material, along with a description of the proposed use and placement, a minimum of five (5) business days prior to the intended date of production. In this regard, the Channel Partner must submit the material to the contact person listed below at the following phone number and email address:

ARIA Contact: Georgina Blair

Phone: +61 3 9213 9777

Email: [email protected]

ARIA may from time to time notify the Channel Partner of a change in the contact details and upon receipt by the Channel Partner of the notification of changed details; those changed details shall apply in place of the contact detail listed anywhere in this agreement.

The Channel Partner may use only Trademarks, Branding or Logo’s (“branding”) relative to their current Designation and strictly representative of the Channel Partners ARIA Authorised Products. (E.g. a ARIA Silver Partner, Authorised to sell LG-Nortel Aria 24-600 Systems must not use “LG-Nortel Platinum Partner” branding and must not use “ShoreTel” or “iPECS” branding.)


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