Exhibit 10.1
Baan Business Partner Authorization Agreement
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Reseller Name
This authorization is intended by the Reseller name above as an addition
and amendment to any other terms and conditions of sales to which they may
mutually agree with regard to Reseller purchase of products supplied by
Baan. If Baan approved Distributor's sale of these products to Reseller,
Baan will be regarded as a third-party beneficiary of the agreements and
commitments made herein. Subject to such approval, and for good and
valuable consideration, including Distributor's willingness to sell these
products to Reseller, Reseller certifies and agrees as follows:
A. The following limitations will apply to approved Reseller sales
activity:
1. Reseller will not advertise, promote Baan products outside any
geographic or vertical area(s) recognized and agreed to in
writing by Baan.
2. Reseller will sell Baan products only to end-user customers
(other than Reseller's corporate parent, division, or any
subsidiary of corporate parent) in North America for use in
North America.
3. Target Market
4. Quota
Relationships
A. Distributor and Reseller are independent contractors engaged in
purchasing Baan products for resale to their respective customers.
Neither Distributor nor Reseller is an agent or legal representative
of Baan for any purpose, and neither has any authority to act for,
bind or commit Baan.
B. Neither Distributor nor Reseller has any authority to make any
commitment on behalf of Baan with respect to quantities, deliveries,
modifications, interfacing capability, suitability of software, or
suitability in specific applications. Reseller has no authority to
modify the warranty offered with Baan products. Reseller will
indemnify Distributor and Baan from liability for any modified
warranty or other commitment by Reseller.
C. Reseller will not represent itself in any way that implies Reseller
is an agent or branch of Baan. Reseller will immediately change or
discontinue any representation or business practice found to be
misleading or deceptive by Distributor or Baan.
D. For the term of this authorization, software only Resellers will only
be authorized to purchase Baan products from Distributor.
E. If software only Reseller's relationship with Distributor is
terminated during the term of this authorization, Reseller may only
change its purchasing relationship to another Distributor once during
the remaining term.
F. This authorization is effective upon notice of approval by Baan.
This authorization will expire automatically upon the earliest of the
following dates: the "anniversary date" of any agreement between
Baan, or 12 months from the date of Baan's notice of approval.
G. Baan may, from time to time, give Reseller written notice of
amendments to this authorization. Any such amendment will
automatically become a part of this authorization 30 days from the
date of the notice, unless otherwise specified in the notice.
H. Any change in the Reseller's vertical market(s), primary reselling
geography, must be approved in writing by Baan.
I. Baan, Distributor or Reseller may terminate this authorization
without cause at any time upon 30 days written notice or with cause
at any time upon 15 days written notice.
J. This authorization will terminate immediately if Reseller ceases to
have a buying relationship with Distributor, or Baan's agreement with
Distributor terminates.
K. Upon expiration without renewal or termination of this authorization
for any reason, Reseller will immediately cease to be a Baan Reseller
and will refrain from representing itself as such and from using any
Baan trademark or trade name.
L. Upon expiration without renewal or termination of this authorization,
all rights to any accrued Baan market expansion funds will
automatically lapse.
Reseller Obligations
A. At Baan's discretion, and upon reasonable notice to Reseller, Baan or
Baan's designate will be given on-site access to Reseller's customer
lists, mailing lists, customers satisfaction files, inventory
records, invoices, and other books and records of account as
necessary to enable Baan to verify and audit Reseller's compliance
with the terms of this authorization. Failure to comply with Baan's
request will be considered a repudiation of this authorization
justifying Baan's termination of this authorization.
B. The following criteria apply to all Resellers in order to obtain and
maintain Baan authorization to sell Baan products.
1. Reseller must comply with all training requirements designated
by Baan on each product line the Reseller carries.
2. Reseller's sale of "Baan Software Support Options" and other
support services to its end-user customers is subject to the
terms and conditions set forth in the applicable Baan support
reference materials.
3. Reseller is responsible for maintaining support services for the
added-value portion of the system.
4. Reseller will provide the following information to Distributor
(or upon request to Baan), at time of order or prior to shipment
of Baan products to end-user customer:
a. Name and address of end-user customer
b. Ship date of Baan products to end-user customer
c. Baan product numbers and serial numbers
d. Primary and alternate end-user customer Response Center
caller
e. Other information which Baan may reasonably require
Licensing
A. Unless prior written consent is obtained from Baan, Reseller will not
copy or modify any Baan materials supplied through Distributor,
except that software materials may be copied for archival purposes,
to replace a defective copy, or for program error verification.
Reseller will not remove, omit, or alter any label or copyright
notice on these materials.
B. Reseller is granted the right to distribute software materials
supplied by Baan in accordance with the Software License Agreement
attached hereto. Reseller may also use the materials for
demonstration purposes in accordance with that Software License
Agreement.
1. Where an end-user agreement is supplied with the software, the
user must sign the agreement or indicate acceptance by opening
the media package in order to obtain a license to use the
software. Use of the software will be subject to the terms of
the agreement.
2. Where the software is designated as confidential or trade secret
in its license terms, Reseller will safeguard the software in
accordance with industry standards and applicable law, using the
same degree of care to prevent unauthorized disclosure as it
uses with its own trade secrets and those of other suppliers.
Trademarks; Logos; Trade Names
A. From time to time, Baan may authorize Reseller in writing to use one
or more designated Baan trademarks, logotypes, trade names, and
insignia (Baan Marks). Reseller is authorized, upon Baan's execution
of this authorization to use the Baan Xxxx, known as the Baan
Solution Partner Insignia. Reseller may use the Baan Marks solely in
connection with the sales, advertisement, and promotion of the Baan
products purchased from Distributor. Any use of the Baan Marks must
be in good taste, in a manner that preserves their value as Baan
Marks, and in accordance with all standards and guidelines provided
by Baan for their use.
B. Reseller will not use any Baan Xxxx or symbol in a way that may imply
that Distributor or Reseller is an agency or branch of Baan. Upon
Baan's request, Reseller will discontinue the use of any Baan Xxxx or
symbol. Any rights or purported rights in any Baan Marks acquired
through Distributor's or Reseller's use belong solely to Baan. All
rights to use the Baan Marks shall cease upon expiration or
termination of this authorization, at which time Reseller will
immediately cease to be a Baan authorized Baan Business Partner and
will refrain from representing itself as such.
C. Reseller agrees not to resell demonstration Baan products.
Authorized Signatures
The exhibit listed below is attached to and made part of this
authorization:
Reseller
Authorized signature: /s/ Xxxxxx X. Xxxxxxx
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Date: 2/10/98
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Print name: Xxxxxx X. Xxxxxxx
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Title: CTO/VP
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Distributor
Company name: Pioneer-Standard Electronics, Inc.
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Authorized signature: /s/ Xxxxxxx X. Xxxxxxxxx
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Date: 4/10/98
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Print name: Xxxxxxx X. Xxxxxxxxx
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Title: Corporate Marketing Manager
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Baan hereby approves Reseller as an authorized Reseller of Baan products
through Distributor named herein.
Baan Company
Authorized signature: /s/ Xxx Xxxxxxx
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Date: 4-10-98
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Printed name: Xxx Xxxxxxx
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Title: Dir. Channel Development
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TARGET MARKET: (City & State) Michigan, Illinois, Wisconsin, Minnesota,
Iowa, Missouri, Maine, New Hampshire, Vermont, Massachusetts, Rhode
Island, New York, Pennsylvania, Virginia, North Carolina, South Carolina,
Florida, Ohio, Indiana
APPROVED QUOTA: 1,200 Seats by December 31, 1998 (not including installed-
base migrations)
ADDENDUM NUMBER ONE TO
RESELLER AUTHORIZATION
This is Addendum Number One (the "Addendum") dated 4/10/98 to that certain
Authorization dated 4/10/98 (the "Agreement"), by and between Effective
Management Systems, Inc. ("Reseller") and Baan MidMarket Solutions, LLC.
("Baan").
In consideration of the mutual covenants set forth herein and in the
Authorization, Reseller and Baan agree as follows:
Priority. The parties agree that the Authorization is hereby amended as
set forth in this Addendum Number One. Any inconsistency between this
Addendum and the Authorization shall be resolved in favor of the intent of
the parties as expressed by this Addendum. Terms used herein with the
initial letter capitalized which are not otherwise defined herein, shall
have the meaning given said terms in the Authorization. The Authorization
as amended by this Addendum Number One shall remain in full force and
effect.
Reseller Name
Section A.1. At the end of the Section after "agreed to in writing by
Baan" insert "with the following three exceptions:
1. Reseller can advertise and promote any value added product
that Reseller has developed to function in conjunction with the
Baan product. In such advertisement or promotion, Reseller can
state that the Reseller is a Baan Reseller and that the
Reseller's value added product functions in conjunction with the
Baan product.
2. Reseller can create and distribute an introductory
marketing piece that may be sent to Reseller's existing user
base outside the territories stated in A.3 below, in an effort
to educate the user base as to the new offerings and status of
Reseller's business.
3. Reseller can advertise and promote their Baan-related
services to their existing user base outside the territories
stated in A.3 below, with the prior consent of Baan management
and if it is in conjunction with a Baan sponsored or supported
marketing program targeted at the Reseller existing user base."
Relationships
Section F. Delete the Section in its entirety and replace with the
following: "This authorization is effective upon notice of approval by
Baan, and shall remain in effect for an initial term of one (1) year.
This Authorization will automatically renew at the end of the initial term
and any subsequent term for a renewal term of one (1) year, unless
terminated by either Baan, Distributor or Reseller in accordance with the
terms set forth in this agreement."
Paragraph G. At the end of the Section insert "It is Baan's general
purpose to make such changes as are reasonably necessary to improve Baan's
reseller program, in Baan's sole opinion. The intent of changes to the
program is not to negatively impact any reseller."
Paragraph I. Delete "30 days" and insert "180 days".
Section J. At the end of this Section, after "terminates" insert a
period. Insert the following sentence at the end of the Section: "If
Baan's agreement with Distributor is terminated, Reseller may immediately
apply with another approved Baan Distributor, and a new Authorization may
need to be executed."
Reseller Obligations
Section A. After the phrase "Baan's designate will be given on-site
access to Reseller's" insert the phrase "Baan-related". In the
second sentence after the phrase "the terms of this Authorization"
insert the phrase "is mandatory". At the end of the Section insert
"Baan shall use reasonable care to prevent any unauthorized
disclosures of any Reseller confidential information which Baan may
have access to pursuant to this Section. Baan shall use the same
degree of care in protecting Reseller's trade secrets as it would use
with its own trade secrets."
Licensing
Section B.2. Delete "reseller" and insert "Reseller".
At the end of the Authorization, insert the following:
"Miscellaneous
A. Baan recognizes that Reseller has considerable Hot Line
Telephone Support resources and capability. Both Baan and
Reseller may wish to exploit this capability to rapidly
penetrate the market for companies in the $10-100mm sales range
with the Baan product. To this end, Baan and Reseller agree to
investigate opportunities to use Reseller resources either as a
subcontracting resource to Baan, or as a direct supplier of Hot
Line Telephone Support to Reseller's new and existing customers
that have licensed the Baan Software.
B. Baan recognizes the urgency of creating a program for the
migration of Reseller's customers to the Baan Product.
Therefore, Baan and Reseller will use reasonable best efforts to
create and announce, prior to April 30, 1998, a migration
promotion for new and existing Reseller customers, such that
they will have an attractive growth path from the Reseller
product line to the Baan product. This promotion should allow
the Reseller customer to migrate at their option.
C. Baan and Reseller will use best efforts to meet within the
next thirty (30) days to discuss the possibility of providing
Reseller with a current copy of the Baan source code, and
keeping Reseller current on any new releases.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the date
first written above.
Effective Management Systems, Inc. Baan U.S.A., Inc.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxx Xxxxxxx
Name: Xxxxxx X. Xxxxxxx Name: Xxx Xxxxxxx
Title: CTO/VP Title: Dir. Channel Development
Distributor: Pioneer-Standard Electronics, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: Corporate Marketing Manager
