270 Legal [Sample Agreements]

FORM OF MASTER RESELLER AGREEMENT

THIS MASTER RESELLER AGREEMENT, which includes the Exhibits referenced herein and attached hereto, (this “Agreement”) is effective as of (the “Effective Date”), and is made and entered into by and between:

NCR MIDDLE EAST LIMITED, a company organized and existing under the laws of Cyprus, with its principal offices at 80 Limassol Avenue, 2014 Nicosia, Cyprus (“Reseller” or “you”), and

TERADATA IRELAND LIMITED, a company organized and existing under the laws of the Republic of Ireland, with its principal offices at Unit 4 Feltrim Industrial Park, Feltrim Road, Swords, Co Dublin, (“TERADATA”).

PURPOSE

The purpose of this Agreement is to document the understanding between TERADATA and you with respect to:

TERADATA and you may wish to engage in other mutually agreed upon activities not covered by this Agreement. In such event, the parties will set forth their mutual agreement to engage in such activities in a written document to be signed by authorized representatives of both parties. Such document may take the form of an amendment or exhibit to this Agreement, or an entirely separate agreement.

1.0 DEFINITIONS

All of the capitalized terms used in this Agreement will have the meaning ascribed to them in this Section 1.0 or elsewhere in this Agreement, unless otherwise expressly stated.

1.1 “Alteration” means any modification to, including a change to the code, physical, mechanical, or electrical arrangement of, a Product, whether or not additional devices or parts are required.

1.2 “Customer” means the person or entity that first places a Product in productive use as an end user for its own internal use, and does not: (i) resell or distribute the Product, and/or (ii) use the Product to provide outsourcing and/or service bureau services to others.

1.3 “Documentation” means information in any form intended by TERADATA to be used by Customers pertaining to a Product (e.g., user manuals, training materials).

1.4 “Hardware” means hardware and associated peripherals and features that you acquire from TERADATA as listed on Exhibit A.

1.5 “LSMS” means License Continuation, Subscription and Maintenance & Support.

1.6 “TERADATA Marks” means the logos, trademarks and service marks by which TERADATA identifies the Products and its other goods and services, including without limitation “TERADATA”, “personaS,” “WorldMark”, “Teradata”, “ImageMark” and other marks.

1.7 “TERADATA Product Specifications” means TERADATA’s official published specifications for Products when you acquire them (which TERADATA will provide to you upon request), and the Documentation which TERADATA includes with Products delivered to you.

1.8 “Products” means Hardware, Software, and Supplies as listed on Exhibit A.

1.9 “Revenue Quota” means the amount of revenue invoiced by TERADATA to Reseller for Hardware and Software (not for Services, Support Services or Supplies and not for any revenue resulting from a referral by Reseller) during the period(s) identified in Exhibit A-1 or subsequent periods detailed in subsequent agreed exhibits.

1.10 “Services” consist of activities, including professional and installation services, to be performed by TERADATA as a subcontractor to you for an identified Customer pursuant to a Statement of Work on a project-by-project basis in accordance with Exhibit C as attached hereto, but does not include Support Services. The tangible results of Services that are provided to you or the Customer by TERADATA are referred to herein as “Deliverables.”

1.11 “Software” means computer programs (in object code form only) that you license from TERADATA as listed on Exhibit A.

1.12 “Supplies” means consumable items that you acquire from TERADATA as listed on Exhibit A.

1.13 “Support Services” means TERADATA-provided reactive, proactive and predictive Product maintenance support for Products in use at Customer locations provided under Exhibits F and G as attached hereto, and include TERADATA’s Hardware maintenance, Software maintenance and support, including Teradata software upgrade subscription and LSMS, but does not include Services.

1.14 “Territory” is as defined in Exhibit B as attached hereto.

2.0 APPOINTMENT AND SCOPE

2.1 Products, Vertical Markets, and Territory – Subject to the terms of this Agreement and only during the term of this Agreement (unless this Agreement is terminated earlier as provide for herein), TERADATA appoints you a reseller of the Products, and as such, grants you the exclusive right to purchase Hardware and Supplies for resale, as well as distribute the Software, to Customers and Customer installations located within the Territory. Without limitation, the foregoing specifically excludes manufacturing rights for the Products. In addition, unless otherwise specified in Exhibit B, this authorization is limited to re-sales and distributions directly to Customers, and does not authorize you to resell or distribute to other resellers. Except for incidental quantities (as mutually agreed in a written document signed by you and TERADATA) for your internal use and to support your sales and marketing efforts under this Agreement, you agree to remarket all Products that you order from TERADATA to Customers. Notwithstanding anything to the contrary in this Agreement and unless TERADATA otherwise expressly agrees in writing, including in any other agreement that

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