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Value Added Reseller Agreement

Category: Reseller Agreement

EQUALLOGIC VALUE ADDED RESELLER AGREEMENT

THIS VALUE ADDED RESELLER AGREEMENT (“Agreement”), dated as of the 1st day of January, 2007 (the “Effective Date”), is by and between EqualLogic, Inc., a Delaware corporation having its principal offices at 9 Townsend West Nashua, New Hampshire 03063 (“EqualLogic”), and . (“VAR”), a corporation having its principal offices at .

Subject to the terms and conditions of this Agreement, EqualLogic hereby accepts VAR as a Value Added Reseller of the EqualLogic storage products described on the attached Schedule 1 (the “Products”). NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Equallogic and VAR, intending to be legally bound, hereby agree as follows:

SECTION 1: DEFINITIONS

Capitalized terms referred to herein that are not defined herein shall have the following meanings:

    “Confidential Information” means any competitively sensitive or secret business, marketing, or technical information of EqualLogic. In all cases, EqualLogic’s Confidential Information shall include the Software and Documentation, the pricing and cost of its products (including its deal registration process), its supplier and customer lists, sales strategies, business and marketing plans, production processes and techniques, research and development data and inventions, assets or liabilities, financial condition, prospects, and any other information that is marked “confidential” or “proprietary” or that given its nature should reasonably be considered to be Confidential Information. Confidential Information shall not include, however, information that (1) is generally known to the public or readily ascertainable from public sources (other than as a result of a breach of this Agreement by VAR or any of its employees), (2) is independently developed without reference to or reliance on any Confidential Information, or (3) is obtained from an independent third party who created or acquired such information without reference to or reliance on Confidential Information.

    “Customer” means an Eligible Prospect that has paid for the license of the Products and has by shipment of the Products agreed to EqualLogic’s end user agreement and limited warranty included in the shipment of the Products.

    “Documentation” means the user documentation relating to the Products provided by EqualLogic to VAR and any other documentation provided to VAR by EqualLogic for VAR to provide to Eligible Prospects. The Documentation shall include all changes provided to VAR or applicable Eligible Prospects by EqualLogic.

    “Eligible Prospects” means any potential end user customer, or reseller acknowledged in writing by EqualLogic to be an EqualLogic Authorized Value Added Reseller.

    “Hardware” means any Equallogic PS Series array along with customer manuals generally supplied by EqualLogic for use with the Hardware..

    “License Agreement” means EqualLogic’s current End User License Agreement as outlined on the EqualLogic Partner extranet, which may be modified by EqualLogic from time to time, that governs the Customer’s use of the Products (a current copy of which is attached hereto as Schedule 3) or in such other form as EqualLogic may approve in writing. EqualLogic reserves the right to require different terms and conditions for each Eligible Prospect depending on the circumstances. EqualLogic shall provide a copy of the License Agreement with each product shipment

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    “Object Code” means computer programs assembled, compiled, or converted to magnetic or electronic binary form on software or hardware media, which are readable and usable by computer equipment, but not generally readable by humans without reverse assembly, reverse compiling, reverse conversion, reverse engineering and/or any other disassembly or decompilation.

    “Products” means, collectively, the Hardware, Software, and Third Party Products supplied in accordance with the terms and conditions of this Agreement.

    “Software” means EqualLogic’s storage management software products and related Documentation made generally available by EqualLogic from time to time. The Software all be provided in Object Code form only. No source code will be provided. The term “Software” shall include any and all software, firmware, and micro code running on Hardware or any computer system, including all Maintenance Releases and updates supplied in accordance with this Agreement.

    “Territory” means The United States and Canada.

    “Third Party Products” means any hardware or software licensed or distributed by EqualLogic to Customer under this Agreement, the intellectual property rights for which are not owned by EqualLogic.

SECTION 2: APPOINTMENT OF VAR

2.1 Distribution License to VAR. Subject to the terms and conditions of this Agreement, EqualLogic grants to VAR a non-exclusive, non-transferable right and license, during the term of this Agreement and solely within the Territory to market, demonstrate, and distribute the Products solely to Eligible Prospects.

2.2 Training, Demonstration and Development Units. VAR may purchase two Products, subject to the terms and conditions of this Agreement for the non-refundable training and demonstration unit price described in Schedule 2 and may use such Products for internal uses only (subject to the restriction set forth herein and the License Agreement). For these purposes, internal use refers only to use of the Products to assist in the provision of sales demonstrations, training, professional services and/or support services to specific Customers as contemplated under Sections 3.7 of this Agreement. VAR is prohibited from using the Products to develop modifications and/or derivatives of any nature for the purpose of redistribution without the express prior written consent of EqualLogic in each instance. These Training, Demonstration and Development licenses may not be resold except as provided in Schedule 2.

2.3 Orders for Products. All orders for Products shall be submitted by VAR to EqualLogic on VAR’s standard purchase order and must specify model numbers, quantities and required delivery dates. All orders are subject to acceptance by EqualLogic which shall be deemed to have occurred upon shipment to VAR or VAR’s Customer. All orders must include all Customer information including name, address, contact name and phone number. All shipments shall occur under the shipment terms detailed on Schedule 5. The terms of this Agreement all prevail over any different or additional terms contained in any order or other document submitted by VAR. VAR may not reschedule any part of an order less than ten (10) calendar days before the scheduled shipment date, or cancel any part of an order less than thirty (30) calendar days before the scheduled shipment date. Orders cancelled less than (30) calendar days before the scheduled shipment date will be subject to a 20% of EqualLogic’s U.S. Customer list price cancellation charge.
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