CISCO SYSTEMS, INC.
MASTER VALUE ADDED RESELLER AGREEMENT
This Master Value Added Reseller Agreement ("Agreement") is made as of November
__, 1995 by and between Cisco Systems, Inc. ("Cisco"), a California corporation
having its principal place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇,
▇▇▇▇▇, and ICon CMT Corp. ("ICon"), a Delaware corporation having its principal
place of business at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
The parties hereto agree as follows:
1. Definitions
1.1 "Commercial Territory" is ICon's territory for commercial integration and
resale listed in Exhibit A-1.
1.2 "End User" is a person or entity who acquires the Commercial Products for
ordinary business usage and not for resale.
1.3 "Hardware" is the hardware made available to Customer by Cisco from time to
time on Cisco's then-current published U. S. Price List.
1.4 "Internetworking Territory" is ICon's territory for internetworking
integration and reselling listed in Exhibit A-2.
1.5 "Price List" is Cisco's then current price list for the Products.
1.6 "Product" is the Hardware and Software as integrated into a single product
or Hardware and Software sold or licensed in an unintegrated form and listed in
Cisco's then current Price List.
1.7 "Purchase Order" is a written order from Customer to Cisco for Hardware or
Software to be licensed or sold under this Agreement.
1.8 "Resellers" are the entities that (a) acquire Internetworking Products from
ICon for the purpose of resale to end users, and (b) have met the Reseller
certification requirements as set forth herein.
1.9 "Software" is the machine readable (object code) version of the computer
programs listed from time to time on Cisco's United States Price List and
licensed for use and distribution by ICon, and any copies thereof.
2. Scope.
2.1 General. This Agreement sets forth the terms and conditions for ICon's
purchase of Hardware and license of Software solely for: (i) internal business
use, (ii) commercial integration and resale to End Users, and (iii)
internetworking integration and resale to Resellers.
2.2 Federal Sales. Cisco's Federal Operations Director authorizes ICon to sell
to the U.S. Federal Government and to resellers who will sell to the U.S.
Federal Government only when the Product is sold in conjunction with the
components as listed on Exhibit A-2. ICon will not distribute the Products to
non-commercial customers or other Governments unless authorized by Cisco's
Federal Operations Director.
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Cisco does not accept any flowdown provisions including but not limited to FAR,
DFAR, or NASA FAR provisions notwithstanding existence of such provisions on
Integrator's Purchase Orders or supplementary documentation or Cisco's
acceptance of such Purchase Orders.
GSA: This Agreement shall not be construed by ICon as a representation that
Cisco will furnish supplies needed by ICon to fulfill any of ICon's GSA contract
obligations.
2.3 Preferred Internetworking Equipment Vendor. ICon agrees that during the term
of this Agreement, Cisco shall be its Preferred Internetworking Equipment
Vendor. Preferred Internetworking Equipment Vendor shall mean that ICon shall
provide a Cisco solution as part of primary integrated package unless otherwise
requested by the reseller or end user.
3. Appointment
3.1 Appointment; Certification. Cisco hereby appoints ICon, and ICon accepts
Cisco's appointment, as a non-exclusive authorized Value Added Reseller of
Commercial Products, as herein defined and as an authorized Master Value Add
Reseller ("Master VAR") of Internetworking Products, as herein defined. ICon
certifies that it maintains the facilities and experienced personnel, and adds
value as set forth below. These appointments are effective only so long as ICon
complies with the terms and conditions of this Agreement and may be terminated
as provided in Section 18 of the Agreement.
3.2 Distribution.
A. Internal Business Use
ICon may purchase the Products for its internal business use in the
United States.
B. Commercial Integration and Resale to End Users
Cisco grants ICon a non-exclusive, nontransferable right to resell
Hardware and sublicense Software as a component of a total solution of
Products and additional significant ICon added value (collectively, the
"Commercial Product') in the vertical market segments in the Commercial
Territory as approved by Cisco. ICon shall resell the Commercial Product
solely to End Users in Commercial Territory and ICon's value add shall,
at all times, be the primary reason for the end users' purchase of
Commercial Products from ICon. In this capacity, ICon will act as a
"Value Added Reseller.
C. Internetworking Integration and Resale to Resellers
Cisco grants ICon a non-exclusive, nontransferable right to resell
Hardware and sublicense Software as a component of a total solution of
Products and additional significant ICon added value (collectively, the
"Products") in the vertical market segments in the Global
internetworking Territory as approved by Cisco. ICon shall resell the
internetworking Products solely to Resellers in the internetworking
Territory and ICon's value add shall, at all times, be the primary
reason for the Reseller's purchase of the internetworking Products from
ICon. In this capacity, ICon will act as a "Master VAR".
ICon's appointment as a Master VAR is conditioned upon the following:
ICon shall only sell Products to Resellers who (a) redistribute the
Products only to end user customers, and (b) meet the certification
requirements set forth in Exhibit H and are certified by ICon in
accordance with Exhibit H.
4. Prices.
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Prices for Products shall be those specified in Cisco's then current Price List,
as updated from time to time by Cisco, less the applicable discounts specified
in Exhibit B-1 for Commercial Resale and Exhibit B-2 for internetworking Global
Internetworking Distribution, as the case may be. All prices are F.O.B. Cisco's
San ▇▇▇▇ facility. Prices for the Products may be changed upon thirty (30) days
prior written notice to ICon (the "Notice Period"). Purchase Orders received
before the Notice Period, and those received during the Notice Period which
specify a delivery date within sixty (60) days following the effective date of a
price increase, will be invoiced to ICon without regard to the price change.
Price decreases will be effective for all orders accepted by Cisco following
notice of the price decrease, and all Product on order at the time of notice.
5. Payment
Upon credit approval by Cisco, payment terms shall be net thirty (30) days from
date of shipment. All payments shall be made in U.S. currency. If at any time
ICon is delinquent in the payment of any invoice or is otherwise in breach of
this Agreement, Cisco may, at its discretion, withhold shipment (including
partial shipments) of any order or may, at its option, require ICon to pre-pay
for further shipments. Any sum not paid by ICon when due shall bear interest
until paid at a rate of 1.5% per month (18% per annum) or the maximum rate
permitted by law, whichever is less. ICon grants Cisco a security interest in
Products purchased under this Agreement to secure payment for those products
purchased. If requested by Cisco, ICon agrees to execute financing statements to
perfect this security interest.
6. Taxes
All stated prices are exclusive of any taxes, fees and duties. Any taxes related
to Products purchased or licensed pursuant to this Agreement shall be paid by
ICon or ICon shall present an exemption certificate acceptable to the taxing
authorities. Applicable taxes shall be billed as a separate item on the invoice.
7. Purchase Orders.
ICon shall purchase Products by issuing a written Purchase Order indicating
specific products, quantity, price, total purchase price, shipping instructions,
requested delivery dates, and any other special instructions. All Purchase
Orders issued under this Agreement shall reference the tracking number assigned
to this Agreement by Cisco and shall indicate whether the Products are for
internal use, commercial integration and resale, or internetworking integration
and distribution. The terms and conditions of this Agreement prevail regardless
of any conflicting terms on the Purchase Order, other correspondence, and any
and all verbal communication . All Purchase Orders must be approved and accepted
by the Cisco office in Santa Clara, CA.
8. Shipping and Delivery
8.1 Shipping Dates. Shipping dates will be established by Cisco upon receipt of
Purchase Orders from ICon. Cisco will assign shipping dates which are as close
as practicable to the Icon's requested date. Cisco will use commercially
reasonable efforts to notify ICon of the actual scheduled shipping date within
five (5) working days after receipt of order.
8.2 Rescheduling. ICon has the right to defer Product shipment for no more than
(30) days from the scheduled shipping date, provided written notice is received
by Cisco at least fifteen (15) days before the originally scheduled shipping
date.
8.3 Change Order Charge. Canceled orders, rescheduled deliveries or Product
configuration changes made by ICon within ten (10) days of the original shipping
date will be subject to (i)
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acceptance by Cisco, and (ii) a charge of 15% of the total invoice amount. Cisco
reserves the right to reschedule delivery in cases of configuration changes made
within ten (10) days of scheduled shipment.
8.4 Shipment Terms. ICon shall be responsible for all freight, handling and
insurance charges. Unless given written instructions by ICon, Cisco shall select
the carrier. In no event shall Cisco have any liability in connection with
shipment, nor shall the carrier be deemed to be an agent of Cisco. Cisco shall
not be liable for damage or penalty for delay in delivery or for failure
to give notice of any delay.
8.5 Title and Risk of Loss. Title and risk of loss shall pass from Cisco to ICon
at Cisco's dock, San Jose, California, or such other place of manufacture as
Cisco may from time to time use.
9. ICon's Obligations.
9.1 ICon as a Value Added Reseller. In a manner satisfactory to Cisco
and at ICon's sole expense, ICon agrees at all times during this
Agreement to:
employ a competent and aggressive sales and technical support
organization (pre and post-sales) who shall be full time direct
employees of ICon to sell, install and secure acceptance of the
Products. ICon's ratio of technical support employees to sales
employees at all times will be greater than or equal to 1: 1;
provide 1st tier hardware and software support and maintenance to
End Users as is set forth in Exhibit D;
have a minimum of one current sales person per selling location
participate in any sales training courses which Cisco may conduct
for ICon personnel as specified in the then current channel
certification program;
have minimum of one current technical support person per support
location participate in and successfully complete a technical
training course which Cisco may conduct for ICon personnel as
specified by the then current channel certification program;
maintain adequate manpower and facilities to assure prompt
handling of inquiries, orders and shipments for Products;
validate and certify customer network configuration design and
associated components; assist customers with system design and
site certification;
keep Cisco informed as to problems encountered and to communicate
promptly to Cisco.
maintain records concerning its distribution of the Products
including End User software configuration orders for at least two
(2) years following the termination of this Agreement. ICon agrees
to allow an authorized Cisco representative to audit these records
to insure compliance with the terms of this Agreement.
provide non-binding quarterly forecasts to Cisco. ICon will also
provide quarterly inventory and point of sales reports to Cisco.
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9.2 ICon as a Master VAR. In a manner satisfactory to Cisco and at
ICon's sole expense, ICon agrees at all times during this
Agreement to:
employ a competent and aggressive sales and technical support
organization who shall be full time direct employees of ICon to
sell, install and secure acceptance of the Products.
provide support and maintenance to its customers.
have a majority of the appropriate ICon sales personnel
participate in and successfully complete any sales training
courses which Cisco may conduct for the benefit of ICon personnel.
employ and maintain a sufficient technical support organization
that has successfully completed any technical training course
which Cisco may conduct for the benefit of ICon personnel
maintain adequate manpower and facilities to ensure prompt
handling of inquiries, orders and shipments for Products.
validate and certify customer network configuration design and
associated components, assist customers with system design and
site certification.
keep Cisco informed as to problems encountered and to communicate
such problems promptly to Cisco.
provide non-binding quarterly forecasts to Cisco. ICon will also
provide monthly Inventory and Point of Sales (POS) reports to
Cisco in accordance with Exhibit G.
adhere to the Reseller certification requirements as set forth in
Exhibit H.
10. Cisco's Obligations
In a manner satisfactory to ICon, and at Cisco's sole expense, Cisco agrees
during the term of this Agreement to:
employ a competent and aggressive sales and technical support
organization who will be able to assist ICon in selling the Products.
provide Tier One level introductory training to sales and technical
support personnel from ICon's selling and support locations.
maintain adequate manpower and facilities to assure prompt handling of
inquiries, orders and shipments for Products.
keep ICon informed as to problems encountered and to communicate such
problems promptly to ICon.
provide to ICon access to Cisco's current documentation, presentations
product information, and sales tools as set forth in the CDROM-based
"SynchroniCD" or then current product.
provide to ICon access to above information also through access to
Cisco's Cisco Information On-line (CIO) offering or then current
product.
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11. Proprietary Rights and Software Licensing.
11.1 License. Cisco hereby grants ICon a nonexclusive, nontransferable license
to distribute the Software, in object code form only, in the Territory solely to
end users and to resellers (who may distribute to end users) in accordance with
the terms of this Agreement. ICon shall not make any copies or duplicates of any
Software without the prior written consent of Cisco.
11.2 Title. Cisco retains all title to, and, except as expressly licensed
herein, all rights to the Software, all copies thereof and all related
Documentation and materials, and all of Cisco's service marks, trademarks, trade
names or any other designations. Any invoices of Cisco purporting to cover such
items do not convey title to, or patent rights, copyrights or any other
proprietary interest in, such items to ICon.
11.3 Limitations. ICon agrees, except as otherwise expressly authorized
hereunder not to; (i) make any copies or duplicates of any Software, (ii)
reverse compile or engineer the Products, and (iii) remove any product
identification or notices of any proprietary or copyright restrictions from the
Products.
11.4 Restricted Rights. Cisco's software is provided with RESTRICTED RIGHTS and
its supporting documentation is provided with LIMITED RIGHTS. Use, duplication,
or disclosure by the Government is subject to the restrictions as set forth in
subparagraph (c) of the Commercial Computer Software - Restricted Rights clause
at FAR 52.227-19 and subparagraph (c)(1)(ii) of The Rights in Technical Data and
Computer Software clause at DFARS 52.227-7013.
12. Limited Warranty.
Notwithstanding any other provision hereof, Cisco's sole and exclusive warranty
obligations for the Products sold hereunder are set forth in Cisco's Limited
Warranty Statement delivered with the Product. A copy of Cisco's current Limited
Warranty Statement is attached hereto as Exhibit C. Cisco warrants the Products
to end users only and ICon will be entitled to pass through Cisco's Limited
Warranty to end users and to resellers (who may pass through to end users). ICon
SHALL NOT MAKE ANY WARRANTY COMMITMENT, WHETHER WRITTEN OR ORAL, ON CISCO'S
BEHALF.
CISCO DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THOSE OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE
OF DEALING, USAGE OR TRADE PRACTICE.
13. Marketing Materials and Documentation.
Cisco will provide ICon in its role as Value Added Reseller with marketing
materials and documentation in amounts and for fees set forth in the then
current policy on such materials.
14. Trademark Usage.
ICon is permitted to use the name, logo and other marks of Cisco ("Marks") for
all proper purposes in the sale of the Products and the performance of ICon's
duties hereunder only so long as this Agreement is in effect. ICon's use of such
trademark, logo and trade name shall be in accordance with Cisco's policies
including, but not limited to, trademark usage and advertising policies.
ICon shall have no claim or right in the trademarks, service marks, or trade
names owned, used or claimed now or in the future by Cisco. ICon shall not make
any claim to the Cisco Marks or lodge
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any filings with respect to such Marks or marks confusingly similar to the
Marks, whether on behalf of Cisco or in its own name or interest, without the
prior written consent of Cisco.
15. Confidential Information.
ICon acknowledges that, in the course of selling the Products and performing its
duties under this Agreement, it may obtain information relating to the Products
and to Cisco which is of a confidential and proprietary nature ("Proprietary
Information"). Such Proprietary Information may include, but is not limited to,
trade secrets, know how, invention techniques, processes, programs, schematics,
software source documents, data, lists, financial information, and sales and
marketing plans. ICon shall at all times, both during the term of this Agreement
and for a period of at least three (3) years after its termination, keep in
trust and confidence all such Proprietary Information, and shall not use such
Proprietary Information other than in the course of its duties under this
Agreement, nor shall ICon disclose any such Proprietary Information without
Cisco's written consent. ICon further agrees to immediately return to Cisco all
Proprietary Information (including copies thereof) in ICon's possession,
custody, or control upon termination of this Agreement at any time and for any
reason.
Neither party shall disclose the terms of this Agreement without the prior
written consent of the other party.
The above obligations will not apply to information which was (a) in ICon's
possession prior to disclosure by Cisco; (b) is or becomes public knowledge not
in violation of this Agreement; (c) is received by ICon from a third party with
the liability to disclose such information; or (d) is required to be disclosed
by a court of competent jurisdiction pursuant to a legal proceeding.
16. Patent and Copyright Indemnity.
Cisco will hold harmless ICon and defend any claim, suit or proceeding brought
against ICon so far as it is based on a claim that any Product supplied
hereunder infringes a patent or copyright in the United States, if notified
promptly in writing of the claim and given full authority, information and
assistance for the defense. If such claim has occurred, or in Cisco's opinion is
likely to occur, ICon agrees to permit Cisco, at its option and expense, either
to procure for ICon the right to continue using the Product or to replace or
modify the same so that it becomes non-infringing, or, if neither of the
foregoing alternatives is reasonably available, remove the Product and refund
ICon the price thereof as depreciated or amortized by an equal annual amount
over the lifetime of the Product as established by Cisco.
Cisco has no liability for any claim based upon the combination, operation or
use of any Product supplied hereunder with equipment, devices or software not
supplied by Cisco. Cisco has no liability for any claim based upon alteration or
modification of any Product supplied hereunder.
Notwithstanding any other provisions hereof, Cisco shall not be liable for any
claim based on ICon use of the Products as shipped after Cisco has informed the
ICon of modifications or changes in the Products required to avoid such claims
and offered to implement those modifications or changes, if such claim would
have been avoided by implementation of Cisco's suggestions.
THE FOREGOING STATES THE ENTIRE OBLIGATION OF CISCO WITH RESPECT TO
INFRINGEMENT OF PATENTS AND COPYRIGHTS. THE FOREGOING IS GIVEN TO ICon
SOLELY FOR ITS BENEFIT AND IN LIEU OF, AND CISCO DISCLAIMS, ALL
WARRANTIES OF NON-INFRINGEMENT WITH RESPECT TO THE PRODUCTS
17. Indemnification
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ICon agrees to indemnify and hold Cisco harmless against claims or damages
(inclusive of attorney's fees) made against Cisco as a result of negligence,
misrepresentation, error or omission by ICon or its representatives, or failure
to pay required taxes due under this Agreement. ICon will be responsible for any
warranties it makes to End Users beyond the scope of this Agreement.
18. Term and Termination.
This Agreement shall commence on the date first set above and continue
thereafter for a period of one year (the "Initial Term").
This Agreement may be terminated immediately by either party through a written
notice if either party breaches of any of the material provisions of this
Agreement and fails to remedy such breach within (30) days after written
notification by the other party of such breach.
Upon termination of this Agreement, all rights and licenses of ICon hereunder
shall terminate except that ICon may continue to distribute, in accordance with
normal business practice and the terms of this Agreement, Products shipped to it
by Cisco prior to the date of termination and Cisco will fulfill ICon purchase
orders accepted by Cisco within seven (7) calendar days of the date of
termination.
19. Support.
ICon will deliver first level technical support and service for all products
that it sells to its channels and customers, as described in Exhibit D. Cisco
agrees to provide the second tier software support services to ICon described in
Exhibit E, provided however, that ICon shall retain primary responsibility for
providing support to its customers and Cisco shall have no obligation to provide
support directly to ICon's customers unless such customers have a maintenance
agreement with Cisco in effect. ICon shall be required to procure maintenance
services from Cisco for all Products purchased during the term of this
Agreement.
Cisco may, at its option, to protect its business reputation/interests, provide
support directly to ICon's Customers. Cisco agrees to timely notify ICon of any
such maintenance complaint and further agrees to make every reasonable effort to
assist ICon in ICon's attempt at resolving any such complaint.
20. Reports.
ICon shall keep full, true and accurate records and accounts, in accordance with
generally accepted accounting principles, of each Product distributed. ICon
shall make these records available for audit by Cisco upon fifteen (15) days
prior written notice, during regular business hours at ICon's principal place of
business.
By the tenth day of each month, ICon shall prepare and forward reports
reasonably required by Cisco such as but not limited to, a Point of Sales Report
(POS) of ICon's end of month inventory of Products and sales by customer,
location, model, serial number, ICon purchase order number, and warranty start
date. Cisco shall have the right to verify the information in such reports and
shall be provided with reasonable proof (shippers, invoices, etc.) confirming
the information on request.
ICon shall submit a monthly sales forecast of Products covering the next four
(4) months by the third week of each month.
21. Export Law Compliance.
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ICON shall not transmit, directly or indirectly, the Products or any technical
data received from Cisco, nor the direct product thereof, outside the United
States without Cisco's prior written consent and in accordance with all export
laws and regulations of the United States.
22. Force Majeure.
Except for the obligation to pay money properly due and owing, neither party
shall be liable for any delay or failure in performance due to such acts of God,
earthquake, labor disputes, riots, war, fire, epidemics, or transportation
difficulties. The obligations and rights of the excused party shall be extended
on a day to day basis for the time period equal to the period of the excusable
delay.
23. General.
No waiver of rights under this agreement by either party shall constitute a
subsequent waiver of this or any other right under this Agreement.
Neither this Agreement nor any rights under this Agreement, other than moneys
due or to become due, shall be assigned or otherwise transferred by either party
without the prior written consent of the other party. This Agreement may be
transferred or otherwise assigned to any company or other entity which acquires
all or substantially all of the assets of such party.
In the event that any of the terms of this Agreement become or are declared to
be illegal by any Court or tribunal of competent jurisdiction, such term or
terms shall be null or void and shall be deemed deleted from this Agreement. All
the remaining terms of this Agreement shall remain in full force and effect
provided, however, that if this paragraph becomes applicable and if the effect
thereof is to substantially impair the value of this Agreement to either party,
then the affected party may terminate this Agreement by written notice to the
other.
In the event of a breach, the breaching party will pay to the other party any
reasonable attorneys' fees and other costs and expenses incurred by such other
party in connection with the enforcement of any provisions of this Agreement.
This Agreement (including the Exhibits hereto) constitutes the entire Agreement
between the parties hereto concerning the subject matter of this Agreement; and
there are no conditions, understandings, agreements, representations, or
warranties, expressed or implied, which are not specified herein. This Agreement
may only be modified by a written document executed by the parties thereto.
Neither party may bring an action against the other more than twelve (12) months
after the facts giving arise to such action occurred. Neither party has the
right or authority to, and shall not, assume or create any obligation of any
nature whatsoever on behalf of the other party or bind the other party in any
respect whatsoever.
Neither party has the right or authority to, and shall not, assume or create any
obligation of any nature whatsoever on behalf of the other party or bind the
other party in any respect whatsoever.
This Agreement shall bind and insure to the benefit of the successors and
permitted assigns of the parties.
This Agreement shall be interpreted and construed and legal relations created
shall be determined in accordance with the Laws of the State of New York.
24. Notice.
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Any notice which may be given by a party under this Agreement shall be in
writing and shall be either delivered in person, via U.S. mail, first class,
postage prepaid, air courier, or telex or facsimile to the party to be notified,
at the address set forth below.
If to Cisco: If to ICon:
Cisco Systems, Inc. ICon CMT Corp.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ _______________________
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ _______________________
Attention: VP -North American Sales Attention: ___________
25. Limitation of Liability.
EXCEPT AS SET FORTH IN SECTION 16 PATENT AND COPYRIGHT INDEMNITY, ALL LIABILITY
OF CISCO UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO MONEY PAID TO
CISCO UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE
EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY.
26. Consequential Damages Waiver.
EXCEPT FOR LIABILITY ARISING OUT OF ICON'S BREACHES OF (A) CISCO'S SOFTWARE
LICENSE (INCLUDING THE SCOPE OF THE LICENSE AND BREACHES OF THE REVERSE
ENGINEERING PROVISION), (B) CISCO'S PROPRIETARY RIGHTS, OR (C) CISCO'S
CONFIDENTIAL INFORMATION, NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL OR
CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, OR ANY OTHER INDIRECT DAMAGES
EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY THEREOF.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first written above.
CISCO SYSTEMS, INC. ICON CMT CORP.
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:/s/▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------- ----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------- --------------------------
Title: Sr. V.P. WW Operations Title V.P., CFO
------------------------- -------------------------
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AMENDMENT NO.1
MASTER VALUE ADDED RESELLER AGREEMENT
This Amendment No. 1 ("Amendment") to the MASTER VALUE ADDED RESELLER AGREEMENT
("Agreement") by and between Cisco Systems, Inc., ("Cisco") a California
corporation having its principal place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇, ▇▇▇▇▇, and ICon CMT Corp. ("ICON"), a Delaware corporation having its
principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
WHEREAS, Cisco and Integrator have previously entered into the Agreement in
November 1995 and
NOW WHEREFORE, the parties agree to amend the Agreement as follows:
1. All references to "Cisco's then current Price List" are replaced with
"Cisco's then current Global Price List."
2. Exhibit B-2 is replaced with the attached Exhibit B-3.
3. Exhibit I (Integrator's Reporting Requirements), attached hereto is
incorporated into the Agreement.
4. All other terms and conditions of the Agreement remain unchanged.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
CISCO SYSTEMS, INC. ICON
BY:/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇ BY: /s/▇▇▇ ▇▇▇▇▇▇▇▇
------------------------ ---------------------------
(Authorized Signature) (Authorized Signature)
NAME: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ NAME: ▇▇▇ ▇▇▇▇▇▇▇▇
---------------------- -------------------------
(Type/Print) (Type/Print)
TITLE: 10-31-96 TITLE: Vice President
--------------------- -----------------------
(Type/Print) (Type/Print)
July 24 1996 ICON Cisco Confidential 1
