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EXTRON'S RESELLER-Only Web Site: Terms and Conditions

EXTRON ELECTRONICS RESELLER ONLY WEB SITE TERMS AND CONDITIONS WITH UNILATERAL NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT The following EXTRON ELECTRONICS RESELLER ONLY WEB SITE TERMS AND CONDITIONS WITH UNILATERAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (Agreement) apply to and govern the use of the Extron RESELLER Only Web Site between RBG Systems, Inc. dba Extron Electronics (Extron) and an authorized Extron RESELLER (RESELLER):
RECITALS WHEREAS, Extron and the RESELLER have determined to establish terms and conditions governing the use and protection of certain information Extron discloses to the RESELLER for purposes of providing proprietary information concerning Extron marketing and pricing strategies; and WHEREAS, the RESELLER will be given the disclosed information contained only on the Extron RESELLER Only Web Site; and WHEREAS, Extron will not disclose this confidential information to RESELLER without the execution of this Agreement; NOW, THEREFORE, in consideration of the foregoing, and in reliance on the agreements contained herein, the RESELLER agrees as follows: 1. Orders that are placed via the Internet by pre-approved individuals will be processed as bone fide orders. The RESELLER therefore accepts liability for payment of those orders upon shipment and invoicing. 2. The RESELLER agrees to keep all access information current and secure. This includes the duty to notify Extron in the event an approved user terminates employment with the RESELLER. Login accounts must be maintained in order to maintain integrity and secure confidentiality of information between Extron and its RESELLERs. 3. The RESELLER agrees that changes to orders placed via the Internet must be communicated to Extron immediately. This information can be handled by email or by contacting the Extron Technical Support Hotline. It is expressly understood and agreed by the RESELLER that changes or cancellations cannot be processed once the order in questions has shipped and been invoiced. 4. The RESELLER understands that shipment of products ordered is subject to availability and quantities on hand. Large quantities may require a special lead-time. Your Extron representative will communicate specific shipping date information on an as needed basis. 5. It is expressly understood that all pricing information viewed on an individual login is based on the RESELLERs pricing level. Prices quoted over the internet are expected to be accurate. Any specialized pricing must be reviewed with, and approved by, an Extron representative. 6. It is expressly understood that email confirmation stating that an order has been placed does not constitute a guarantee that the order will ship same business day. 7. "Confidential Information" means information of Extron which relates to the purpose and subject matter identified in the RECITALS to this Agreement, including, but not limited to, pricing information, incentive programs, special promotions, inventory levels, special messages, business and technical information, and data, production schedules and manufacturing techniques, sales, marketing, distribution and other business procedures, customer lists and names of potential customers, and knowledge of customer purchasing and use preferences.

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8. The RESELLER may use Confidential Information of Extron only for the purpose of this Agreement and shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own proprietary information of like importance, but in any case using no less than a reasonable degree of care. RESELLER may disclose Confidential Information received hereunder only for the purpose described in the recital to this Agreement and only to its employees who have a need to know for such purpose and who are bound by signed, written agreements to protect the received Confidential Information from unauthorized use and disclosure. 9. The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to information that: (i) is, or becomes publicly known, through no wrongful act of the RESELLER; (ii) is received by the RESELLER from a third party free to disclose it without obligation to Extron. 10. In the event the RESELLER is required by law, regulation or court order to disclose any of Extrons Confidential Information, the RESELLER will notify Extron in writing prior to making any such disclosure in order to facilitate Extron seeking a protective order or other appropriate remedy from the appropriate body. The RESELLER further agrees that if Extron is not successful in precluding the requesting legal body from reviewing the Confidential Information, it will furnish only that portion of the Confidential Information which is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information. 11. Confidential Information disclosed under this Agreement (including information in computer software or held in electronic storage media) shall be and remain the property of Extron. All such information in tangible form shall be returned to Extron promptly upon written request and shall not thereafter be retained in any form by the RESELLER. No licenses or rights under any patent, copyright, trade secret, trademark, or other property right are granted or are to be implied by this Agreement. 12. Extron shall not have any liability or responsibility for errors or omissions in, or any business decisions made by the RESELLER in reliance on, any Confidential Information disclosed under this Agreement. The RESELLER assumes all risk, known or unknown, incident to its use of Confidential Information, and Extron shall have no liability of any kind to the RESELLER or any third party arising out of such use. THE RESELLER DISCLAIMS ALL WARRANTIES INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES OF NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES (INCLUDING WITHOUT LIMITATION, RIGHTS UNDER PATENT, COPYRIGHT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS). THE RESELLER ACCEPTS THE CONFIDENTIAL INFORMATION IN "AS-IS" CONDITION. 13. The RESELLER agrees that it will not, without the prior written consent of Extron, issue any press release or announcement or otherwise disclose the nature of this Agreement and/or the proposed business relationship. 14. The RESELLER shall indemnify Extron against all losses and expenses incurred by Extron, including without limitation all its attorney's fees and costs, which result from the breach of any part of this Agreement by the RESELLER. Further, in addition to the attorney fees and costs provided in this paragraph 8, the RESELLER agrees that any judgment or award made in favor of Extron will also require the RESELLER to pay all attorneys fees and costs incurred for enforcement of such judgment or award. 15. The RESELLER certifies that no Confidential Information will be exported to any country in violation of the United States Export Administration Act and the regulations there under. 16. This Agreement shall become effective as of the date of execution by the RESELLER. All obligations hereunder, including without limitation any and all obligations regarding the use and disclosure of Confidential Information, shall continue for a period of five (5) years from the disclosure of the affected Confidential Information.

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17. This Agreement: (i) is the complete agreement of the parties concerning the subject matter hereof and supersedes any prior such agreements with respect to further disclosures on such subject matter; (ii) may not be amended or in any manner modified except in writing signed by the RESELLER and Extron and (iii) shall be governed and construed in accordance with the laws of the State of California; without regard to its conflict of law provisions and venue to be solely in the Los Angeles Superior Court, or the United States Federal Court, Central District of California . If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed herein. 18. This Agreement shall be binding on the RESELLER and their/its agents, servants, representatives, assigns, heirs, employees, officers, directors, attorneys, affiliates, subsidiaries, holding companies and successors. This Agreement cannot be assigned, delegated, pledged or transferred without the written approval of Extron. Any such assignment, delegation, pledge or transfer shall be null and void and of no force or effect. 19. In the event of a breach or threatened breach by the RESELLER of the obligations contained herein, the RESELLER recognizes and agrees that the information supplied by Extron is unique and injury Extron will suffer in such event cannot be compensated by monetary damages alone, and the RESELLER therefore agrees that Extron, in addition to and without limiting any other remedies or rights that it may have, either under this Agreement or otherwise, shall have the right to obtain injunctive relief against the RESELLER from any court of competent jurisdiction, enjoining any such breach. In the event Extron brings an action to enforce this clause, the RESELLER agrees to pay Extrons attorney fees and costs incurred. Further, the RESELLER expressly acknowledges that Extron has good and sufficient economic justification to enforce the terms of this clause; and that the restraints placed upon the RESELLER relating to maintaining the confidentiality of information supplied by Extron is reasonable and necessary in order to protect Extrons interests hereunder, and that the enforcement of any provisions of this clause will not result in undue hardship to the RESELLER. IT IS AGREED THAT THE INJUNCTION TO ENFORCE THIS AGREEMENT SHALL BE FOR A DURATION OF FIVE (5) YEARS FROM THE TERMINATION OF THIS AGREEMENT AND AN INJUNCTION TO NOT DISCLOSE PROPRIETARY, CONFIDENTIAL AND TRADE SECRET INFORMATION SHALL BE PERMANENT. 20. A waiver, whether specific or general, of any of the terms and conditions of this Agreement by Extron shall not constitute a waiver of any other term or condition hereof. Further, Extron reserves the right to reinstate any such waiver either with or without notice to the RESELLER. 21. This Agreement imposes no obligations upon either party to sell, purchase, license, transfer, or otherwise dispose of any technology, services or products. Further, this Agreement does not imply nor can it be construed as an agreement to enter into a partnership, joint venture, Limited Partnership, Limited Liability Company or any other entity. 22. In the event litigation is necessary to enforce or interpret any part of this Agreement, jurisdiction and venue will be only in the California Superior Court County of Los Angeles or County of Orange or the United States District Court, Central District of California, at Extrons sole choice. It is further agreed that the choice of law in any court action shall be the laws of the State of California. 23. In the event litigation is necessary the prevailing party will be entitled to reimbursement of all of its legal fees and costs from the institution of litigation through and including appeal, if any. IN WITNESS WHEREOF, the RESELLER has caused this Agreement to be duly executed below.
Signature:
(Must be an officer of RESELLER organization)

Date: Title:

Print Name: Company: Address:


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EXTRON'S RESELLER-Only Web Site: Terms and Conditions


Please complete the following contact information sheet with the names, titles, and e-mail addresses of company employees who should have access to Extron's RESELLER-Only Web Site. Extron's RESELLER-Only Web Site provides three levels of secure access for users, defined by functionality. Please indicate which access level each employee should be granted: Limited: Includes personal preferences, reseller price list, ability to change password; Basic: Includes same functions as Limited Access, including Order Tracking; Full: Includes same functions as Basic Access, including Order Entry. No Pricing: Same access as Limited, but no product pricing will be shown MSRP Pricing Only: Same access as Limited, but only MSRP pricing will be shown

Name

Title

Email Address

Access Level

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