Terms and Conditions For Channel Partner Agreement
These Terms and Conditions For Channel Partner Agreement, together with a completed signature page, constitute a Channel Partner Agreement (this “Agreement”) made by and between, on the one hand, Sage Software, Inc., a Virginia corporation, (“Sage”), and the Channel Partner identified on the completed signature page (“Partner”), provided that Sage has received a copy hereof signed on behalf of Partner, that Sage has certified such receipt and related processing which includes entering, in the spaces provided below the signature block hereof, the date on which the Agreement becomes effective (the “Effective Date”). The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue for an initial term of one (1) year, and thereafter on each anniversary of the Effective Date shall be automatically extended for an extension term of one (1) year, unless sooner terminated in accordance with the terms hereof. The initial term and any such extension term shall be deemed part of the Term.
A. Sage publishes business management application programs and renders business management services (collectively, “Sage Applications”) and authorizes the resale of licenses for, and distributes the Sage Applications, primarily to and through a channel of independent distributors (“Channel Partners”). Sage renders services to its Channel Partners pursuant to various service plans (each, a “Partner Service Plan”) and to any end user who acquires a license to use any of the Sage Applications (“Customer”). Such services may include fulfilling various types of subscription plans by distributing current versions of the Sage Applications (“Maintenance Services”), various types of education, training, and support services concerning the Sage Applications (“Support Services”), and other business- management services such as hosting services and payroll services (“Outsourced Services”).
B. The Channel Partners engage in various business activities. Such business activities may include selling computer hardware and distributing third-party software including but not limited to operating system and networking software, and rendering training and consulting services. Each Channel Partner has the opportunity, but no obligation, to become and to remain authorized with respect to each of the Sage Applications. The term “Product,” as used herein, shall mean each of those Sage Applications and associated Maintenance Services and Support Services, and Outsourced Services for which Sage has authorized and is then continuing to authorize Partner to demonstrate the Product, to resell licenses or services, or otherwise serve as a Channel Partner. Products include applications that Sage publishes (the “Sage Products”) and applications that Sage distributes under licenses from third party suppliers (the “Third Party Products”). Every Product shall be subject to an End User License Agreement (a “EULA”), and may be subject to a service agreement. With respect to each copy of any Product, when Sage distributes it, the term “Sage EULA” shall mean the then-current EULA for the Sage Product, and the term “Third-party EULA” shall mean each then-current EULA for Third Party Products. Notwithstanding any other provision, “Products” shall not include any product that Partner publishes itself or obtains from a third party, or that involves a customization of any Product.
C. The details of the various Partner Service Plans have varied from time to time as described in various general and Product-specific policies and procedures (“Partner Policies”) that Sage has published and expects to continue to publish (on its various websites and in publications) to communicate up-to-date information about Sage’s various Channel Partners policies and procedures applicable to each Product on its Sage Partner Advantage Web Services web site, as well as on and in various Product-specific websites and publications (collectively, the “Policy Library”).
D. The Policy Library, as modified and updated at Sage’s sole discretion, is incorporated herein by reference. Sage may modify, add to or delete Partner Policies from time to time at its sole discretion and Partner agrees that it shall be subject to any such modifications, additions or deletions.
E. NOW, THEREFORE, Sage and Partner (the “Parties”) agree as follows:
Article I. DEMONSTRATION LICENSE AND OTHER PARTNER BENEFITS
Section 1.01 Grant. Sage hereby grants, and shall grant, to Partner, with respect to each Product, a revocable, non- exclusive, non-transferable license to demonstrate the Product in connection with efforts to sell end user licenses under the Sage EULA and Sage’s then current subscription-plan agreements. Partner hereby accepts such grant and commits to comply with all requirements that Sage specifies (whether in the Partner Policies or otherwise) to become and remain authorized to distribute each such Product to Customers. The Policy Library, as modified and updated at Sage’s sole discretion, is incorporated herein by reference. Sage may modify, add to, or delete Partner Policies from time to time at its sole discretion and Partner agrees that it shall be subject to every such modification, addition, or deletion. Partner acknowledges its responsibility to obtain all such Partner Policies on an on-going basis.
Section 1.02 Termination. With respect to any Product for which Partner does not remain authorized hereunder, the license to demonstrate such Product shall terminate forthwith upon the date that Partner is no longer authorized hereunder.
Article II. OPERATIONAL PROCESSES
Section 2.01 Products and Associated Agreements. Sage reserves the right to discontinue developing, producing,
licensing, distributing, or supporting any Product, and to modify, replace, or add to the Products in its discretion at any Ts & Cs for Channel Partner Agreement: #26399 Rev 2009-0506 1
time. Sage reserves the right to revise the Sage EULA from time to time in its sole discretion, and shall publish a copy thereof as part of the Partner Policies. Sage’s suppliers may require separate agreements.
Section 2.02 Price and Discount Levels. Sage shall publish, as part of the Partner Policies, its suggested list prices for Products and its tier policies, which shall determine Partner’s discount level. Price and tier changes shall not apply to Products for which Sage has accepted an order prior to the day the change is effective. Partner has the unrestricted right to exercise its independent discretion, without loss of any benefit from Sage, to establish the price it charges any Customer for any Product.
Section 2.03 General Payment Terms. Partner shall pay all balances in accordance with Sage’s Partner Policies. Partner shall maintain good financial standing with Sage and shall provide Sage with such credit information that Sage reasonably requests.
Section 2.04 Ordering and Shipping. Partner shall submit orders to Sage, and for orders to be fulfilled by shipping, Sage shall fulfill such orders, in accordance with Sage’s Partner Policies. Partner’s orders shall commit Partner to accept and pay for the number and type of Products stated therein, in accordance with the general terms and conditions specified herein and the order-specific terms and conditions stated on the Sage invoice. Any conflict between the terms and conditions of this Agreement and any order or other communication that Partner submits to Sage shall be resolved in favor of the terms and conditions of this Agreement.
Section 2.05 Returns. Product returns may be made only in compliance with Sage’s Partner Policies. Any proffered return resulting from a Customer objecting to any provision of the Sage EULA or any Third-party EULA may require a signed certification from the Customer, indicating every provision to which such Customer objects. Abuse by Partner of Sage’s return policy may result in termination of this Agreement for material breach. Except as Partner and Customer have otherwise agreed, Partner must accept returns made in accordance with the Sage EULA and Sage’s Partner Policies describing its return policy.
Section 2.06 Trademarks. Each Party shall refrain from using any of the other Party’s trademarks, whether the trademark is for goods or services, without the other Party’s written permission, except that Partner may reproduce and display some of Sage’s trademarks as permitted by Sage’s Partner Policies describing its logo and product name usage policy, and is otherwise not granted any right, title, license or interest in any mark. Partner acknowledges Sage’s rights in Sage’s trademarks and agrees that any and all use of Sage’s trademarks by Partner shall inure to the sole benefit of Sage. Partner shall take no action inconsistent with Sage’s rights to Sage’s trademarks and shall not challenge Sage’s rights in or attempt to register any of Sage’s trademarks, or any mark confusingly similar thereto. If at any time Partner acquires any right in, or any registration or application for, any of Sage’s trademarks by operation of law or otherwise, it shall immediately, upon request by Sage and at no expense to Sage, assign such rights, registrations, or applications to Sage, along with any and all associated goodwill. Partner shall not use any of Sage’s trademarks, or any mark confusingly similar thereto, as part of Partner’s Internet domain name or email address. If at any time Partner acquires any right in, or any registration for any Internet domain name or email address that contains any of Sage’s trademarks, or any mark confusingly similar thereto, it shall immediately, upon request by Sage and at no expense to Sage, assign all such rights and every such registration to Sage, along with any and all associated goodwill.
Section 2.07 Marketing. Partner shall comply with Sage’s Partner Policies describing its policy regarding the type, nature and quality of marketing and promotional programs, including Sage’s Partner Policies describing its Co-op Program policy. Partner shall refrain from soliciting the sale of a license for any Product or otherwise advertising or marketing any Product via any Internet auction. In connection with every Web site that Partner hosts or has hosted for it and that refers to any Sage product or service, Partner shall conspicuously display its name and address, and Partner shall comply with all reasonable directions that Sage gives to ensure that the form and content of each such Web site clearly identifies Partner as its source.
Section 2.08 Publicity. Partner shall not issue any press release involving Sage unless Sage has given prior approval in writing.
Section 2.09 Fulfilling Obligations to Customers. Partner shall fulfill all its obligations under contracts with Customers relating to any Product, including rendering, in a timely and proper manner, all services reasonably required to analyze needs, plan, install and configure Products, render hardware support, and render on-site technical support for Products.
Section 2.10 Leads. Except as may otherwise be set forth in a separate written lead participation agreement between the Parties, Sage shall have no obligation to disclose leads to Partner. If Sage provides leads to Partner, Partner shall exercise its best efforts to utilize such leads to sell Products.
Section 2.11 Multi-Level Distribution. Except as may otherwise be set forth in a separate written agreement between the Parties, Partner: (a) shall distribute Products only to Customers; (b) shall not distribute Products to any other Channel Partner or any other party who Partner has reason to believe is purchasing the Products for redistribution; (c) shall not purchase Products through any other Channel Partner; and shall otherwise comply with and be subject to Sage’s Partner Policies regarding such distribution.
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Section 2.12 Nondisclosure. Except as may otherwise be set forth in a separate written agreement between the Parties, the provisions of this Section 2.12 shall govern the rights and obligations of the Parties arising from the disclosure by one Party (“Discloser”) to the other Party (”Disclosee”) of any information that constitutes “Discloser’s Information” hereunder, which Discloser’s Information may be either “Sage’s Information” or “Partner’s Information.” In order to constitute Discloser’s Information, Discloser must: (a) reasonably believe that the information it discloses to Disclosee: then constitutes a trade secret and then is needed by Disclosee in connection with the Parties’ cooperative roles in advertising, marketing, publishing, distributing, selling, and rendering support services for the Products; and (b) give reasonable notice to Disclosee of Discloser’s claim that the information it discloses to Disclosee constitutes Discloser’s Information, which notice may be in the form of marking a writing containing the disclosed information with a legend such as “Confidential” or “Proprietary.” In any event, Sage’s Information shall include all technical information concerning the structure, sequence, and organization of the program code for the Products, and lists of bugs and of fixes and workarounds therefore, and all pre-release information concerning possible changes to the Products. Information shall cease to be Disclosee’s Information upon being disclosed to the public. During the time that any part of Discloser’s Information remains a trade secret, Disclosee shall not disclose such part of Discloser’s Information to any third party who is reasonably likely to use it, or distribute it, to Discloser’s competitive disadvantage. Nothing in this Agreement shall be construed to limit Sage’s right to independently develop or distribute software whether it is functionally similar to any product of Partner, or otherwise, provided that Partner’s intellectual property is not infringed thereby.
Article III. QUALIFICATION TO BECOME AND REMAIN A CHANNEL PARTNER
Section 3.01 Certification. For each Product, Partner must satisfy the certification and on-going recertification requirements in Sage’s Partner Policies describing its certification policy. Partner acknowledges that, unless otherwise stated in Sage’s certification policy regarding the Products, Partner must attend Sage’s annual reseller conference at least every other year.
Section 3.02 Partner Service Plan Fees. In each year of the Term, Partner shall pay the then-current Partner Service Plan fees for each Product.
Section 3.03 Customer Satisfaction. The Parties have a mutual interest in ensuring a high level of Customer satisfaction, and shall use commercially reasonable efforts to that end. Such efforts shall include Partner’s devoting efforts to keep Customers on the current version of the Products by selling subscriptions therefore to Customers, and to ensure that its Customers can obtain on-site support. In connection with every sale of a license to any new Customer of any Product that is not self-installable, Partner shall establish a personal relationship involving a face-to-face meeting, whether at the Partner’s or Customer’s office or otherwise and whether before or promptly after the sale. Sage reserves the right to terminate this Agreement for material breach if Sage determines in its sole discretion that Partner has a pattern of unacceptable customer support or an unacceptable overall level of customer satisfaction.
Section 3.04 Distribution of Products. Partner shall distribute all packaging, warranties, disclaimers and EULAs intact as shipped by Sage and shall use reasonable efforts to ensure that Customers have reviewed and understand each EULA, and understand the scope of Maintenance Services and Support Services and Outsourced Services that Sage offers for the applicable Product and the terms and conditions applicable thereto. Partner shall not transfer, assign, loan, rent, or provide access to the Products, for a fee or otherwise, to any third party for the purpose of any execution, use or copying of such Products not authorized by the EULA included with such Product.
Article IV. WARRANTIES AND RISK ALLOCATION
Section 4.01 Warranties by Sage. Sage’s warranty obligations for Sage Products shall be subject to the warranty
provisions of the Sage EULA.
Section 4.02 Warranties by Partner. Partner is not authorized to make any warranty or representation concerning the Products or any service of Sage, except for those warranties regarding the Sage Products and services that, as of the date of representation, are set forth in the Sage EULA and in Sage’s service agreements. Each Party shall avoid deceptive, misleading, or unethical practices detrimental to the other Party or its products or services.
Section 4.03 Indemnification. The Party seeking indemnification hereunder (whether under this Section 4.03 or Section 6.08) is referred to as the “Indemnitee” and the Party providing indemnification is referred to as the “Indemnitor.” For each claim for which indemnification is sought hereunder, the Indemnitor’s obligations are conditioned upon: (i) the Indemnitee giving the Indemnitor written notice promptly after becoming aware of the claim and delivering to the Indemnitor copies of all communications received from third parties describing or making the claim, (ii) the Indemnitee giving the Indemnitor such information and assistance as is reasonable under the circumstances and at the Indemnitor’s request and expense, and (iii) the Indemnitor having the right, at such Party’s sole discretion, to settle the claim at its sole expense.
(a) Sage shall provide indemnification to Partner hereunder (i) by defending or settling at Sage’s sole expense any legal proceeding brought by a third party against Partner that it is based on a claim that Partner is liable for having resold any Product the use of which (A) caused an infringement of any United States patent, trademark, copyright or trade secret (an “Infringement Claim”), or (B) caused the Partner’s Customer damage because the Product is defective or breaches
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any express warranty set forth in the EULA for such Product, and (ii) by paying, after entry of a final judgment and not subject to appeal, all damages and costs that are awarded against Partner in the final judgment to the extent they are attributable to such claim, unless otherwise provided below in Subsection (c) of this Section.
(b) Sage has no payment obligation under Subsection (b)(ii) of this Section for any part of such final judgment that results from: (i) use of the Product either in combination with any element (whether equipment, software or data) that is not ordinarily used by Sage’s licensed end users in combination with the Product, or in a manner that differs substantially from the manner in which Sage’s licensed end users ordinarily use the Product; (ii) Sage's compliance with designs or specifications of Partner or its Customer; (iii) any modification of the Product that Sage’s end users do not ordinarily effect to configure or customize the Product in accordance with the Documentation; or (iv) in the case of an Infringement Claim, any failure of the Partner to cooperate with Sage to cause a Customer to discontinue use of a superseded version of any Product after Sage made a superseding version available if the infringement could have been avoided by use of the superseding version.
(c) With respect to any Infringement Claim, Sage reserves the right, at its option, to: (i) modify or replace the affected parts of the Product to offer a noninfringing solution; (ii) obtain for Partner’s Customers the right to continue to use the Product; or (iii) if the foregoing cannot reasonably be accomplished, exercise any return-authorization option that Sage has granted in writing as set forth in the applicable EULA, service agreement, or other agreement between Sage and the Customer, and authorize Partner to accept such return of the Product to Partner, and to reimburse Partner for remitting a refund to the Customer to the extent that such refund does not exceed the limit specified in the writing setting forth the return-authorization option.
(d) This Section states the entire liability of Sage and the exclusive remedy of Partner for indemnification.
(e) Partner shall provide indemnification to Sage hereunder by (i) upon Sage’s request, defending or settling, any
legal proceeding brought by a third party against Sage that it is based on a claim that Sage is liable as a result of Partner’s actual or alleged act, error, omission, breach or violation of any duty by Partner, or any warranty or representation regarding a Product made by Partner that is not authorized by this Agreement, and (ii) paying, after entry of a final judgment and not subject to appeal, all damages and costs that are attributable to such claim and are awarded against Sage in the final judgment to the extent that Sage is not at fault therefore.
Section 4.04 Exclusion and Limitation of Liability. (a) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS) FOR ANY BREACH OF THIS AGREEMENT, EVEN IF THE BREACHING PARTY HAS BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; (b) SAGE’S LIABILITY (WHETHER FOR DAMAGES OR OTHERWISE BUT EXCEPT FOR ITS OBLIGATION TO INDEMNIFY UNDER SECTION 4.03) SHALL NOT EXCEED THE FEE RECEIVED BY SAGE FOR THE PARTICULAR SOFTWARE, HARDWARE, OR SERVICES IN QUESTION; AND THIS SUBSECTION (b) SHALL APPLY TO ALL CLAIMS OF EVERY NATURE, KIND AND DESCRIPTION WHETHER ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE OR OTHERWISE.
Article V. TERMINATION
Section 5.01 Termination without Cause. Either Party may terminate this Agreement, either in whole or as to a particular Product, at any time during the Term, without cause, on sixty (60) days’ written notice. If Sage exercises its rights under this Section, Sage shall refund to Partner a portion of that year’s annual Partner Service Plan fees paid by Partner for the applicable Product(s), prorated based on the number of months left in the current Term.
Section 5.02 Termination for, and Examples of, Material Breach. Either Party may terminate this Agreement, or Partner’s authorization for a particular Product, at any time during the Term for material breach by the other Party upon thirty (30) days’ written notice specifying the breach, which termination shall be effective at the end of the thirty (30) day period unless the breach has earlier been cured. Notwithstanding the foregoing, for any material breach of the proprietary rights of a Party, that Party may immediately terminate this Agreement without notice. Without limiting the generality of the term “material breach,” as used herein it shall include, in addition to the breaches specified in Section 2.05 and Section 3.03 above, a Party’s failure to pay any amount due to the other Party, any threat made by one Party to an employee of the other, any threat made to a Customer, and unlawful or unethical business practices.
Section 5.03 Effect of Termination. Upon termination of this Agreement (whether by expiration or otherwise), or upon termination of the authorization of Partner for a particular Product, (a) Sage may, whenever it deems it appropriate including immediately upon such termination, notify the Customers that Partner has been deauthorized and that they may choose, or be realigned to, another certified Channel Partner, (b) Partner shall immediately discontinue holding itself out to the public as a Sage Channel Partner (either for all Products, or a particular Product, as the case may be) and (c) Partner shall no longer receive any commission from Sage for any Product for which Partner is no longer authorized.
Section 5.04 Survival. The following provisions survive the expiration or termination of this Agreement: All defined terms; Section 2.03 (General Payment Terms), Section 2.04 (Ordering and Shipping), Section 2.06 (Trademarks), Section 2.09 (Fulfilling Obligations to Customers), Section 2.12 Nondisclosure), Section 4.04 (Exclusion and Limitation of Liability), and Article VI (Miscellaneous).
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Article VI. MISCELLANEOUS
Section 6.01 Collection Actions and Obligation to Arbitrate. Except as set forth in this Agreement, any controversy or claim arising out of or relating to this Agreement or to its breach that is not resolved by the Parties’ mutual agreement shall be submitted to final and binding arbitration before JAMS, or its successor, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq, in accordance with the then-current JAMS’ Streamlined Arbitration Rules and Procedures. Either Party may commence the arbitration process called for in this Agreement by filing a written demand for arbitration with JAMS, with a copy to the other Party. The provisions of this Section may be enforced judicially, and the Party seeking enforcement shall be entitled to an award of all costs, fees and expenses to be paid by the Party against whom enforcement is ordered. The arbitration shall be held in Orange County, California. Any action for collection of balances hereunder shall be brought in federal or state court in Orange County, California, and both Parties hereby consent to the jurisdiction of such courts. Notwithstanding any other provision, (a) collection actions for payment of balances under this Agreement, including related claims, defenses, and counterclaims, (b) actions for indemnification of either Party hereunder, and (c) actions brought for alleged intellectual property violations are not subject to the arbitration provisions of this Section.
Section 6.02 Governing Law. This Agreement shall be governed by and construed in all respects in accordance with the laws of the Commonwealth of Virginia, U.S.A. (without regard to conflicts of laws principles), excluding the United Nations Convention on Contracts for the International Sale of Goods.
Section 6.03 Assignment. Partner may not assign or otherwise transfer any right under this Agreement without Sage’s prior written consent, which may be withheld in Sage’s sole discretion. In the event of any merger or sale of Partner, the terms and conditions of this Agreement applicable to the combined or new entity shall be determined in accordance with Sage’s Partner Policies describing its Partner merger policy. Sage may assign this Agreement to any entity that, at the time of the assignment, Sage controls, is controlled by such entity, or is under common control with such entity, and this Agreement may be assigned in sequence by each such entity to form an indefinite chain of assignees.
Section 6.04 Notice. All notices, including notices of address change, required to be in writing hereunder shall be deemed to have been given either three (3) days after mailing, when mailed by first class mail, on the next business day, when sent by overnight courier or facsimile, or on the date of delivery, when personally delivered. All notice hereunder shall be sent, in the case of Sage, to Sage Software, Inc., 56 Technology Drive, Irvine, CA 92618, Attention: General Counsel; and in the case of Partner, to the address listed on the signature page.
Section 6.05 Severability and Waiver. If any provision of this Agreement is held to be illegal or unenforceable, it shall be deemed amended to conform to applicable laws or regulations, or, if it cannot be so amended without materially altering the intention of the Parties, it shall be stricken and the remainder of this Agreement shall continue in full force and effect. The waiver by either Party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.
Section 6.06 Relationship of the Parties. Partner and Sage are each independent contractors and neither Party shall be, nor represent itself to be, otherwise. Neither Party is granted any right or authority to assume or create any obligation on behalf of or in the name of the other Party, or to bind the other Party in any matter or thing whatsoever.
Section 6.07 Force Majeure. Neither Party shall be liable to the other for failure or delay in performance of an obligation under this Agreement (other than financial obligations, including the payment of amounts due) if such failure or delay is caused by force majeure, provided that (a) the affected Party gives prompt written notice to the other Party, and (b) the other Party may terminate this Agreement if such condition continues for one hundred eighty (180) days.
Section 6.08 Export. Unless an appropriate license, exemption or similar authorization has been duly obtained to Sage’s satisfaction, Partner shall not, nor shall Partner authorize or permit its employees and/or agents to export or re- export any Product, attachment, part, supply or technology (including any information relating thereto) to any country specified as a prohibited destination in applicable U.S. laws, regulations, and ordinances, including the Regulations of the U.S. Department of Commerce and/or other government agencies. Partner shall defend, indemnify, and hold harmless Sage from and against any claim, loss, liability, expense or damage (including fines or legal fees) incurred by Sage with respect to any of Partner’s export or re-export activities contrary to the foregoing instructions.
Section 6.09 Audit. Sage may audit (during normal business hours and after reasonable notice) all Partner’s records related to Partner’s marketing of the Products, including Customer records and Partner’s use of demonstration software. In addition, Sage may conduct surveys of Customers to evaluate Customer satisfaction. Partner shall, upon request, provide Sage with a list of the names and addresses of a sampling of Customers.
Section 6.10 Entire Agreement. This Agreement, including the Terms and Conditions set forth in this document and Partner Policies including the EULA, sets forth the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and representations between them with respect to the subject matter hereof, whether written or oral. This Agreement may be changed only in writing, either as a result of any change to the Partner Policies or by an amendment signed by authorized representatives of both Parties.
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I am authorized to act on behalf of the Company identified below to read and understand this Channel Partner Agreement (including every page of the Terms and Conditions for Channel Partner Agreement), and to execute it on its behalf, and I have read and understand this Channel Partner Agreement, and have signed this Signature Page for Channel Partner Agreement in the space provided below.
Partner Company Name: Partner Address:
Signature of Authorized Person: Printed or typed name: Title:
Fax to Sage Software 949-753-0374
FOR USE BY SAGE SOFTWARE ONLY
I, the undersigned Sage employee, hereby certify that I received a copy of this Agreement, signed on behalf of the Partner, and that as of the Effective Date that I have entered herein, I am filing and returning a copy hereof.
(“Effective Date”): Partner’s Account Number:
Copy to Partner: Yes: Processed by: