al.htm


    

      SonicWALL,
Inc.

      DISTRIBUTION
AGREEMENT

      


      


      SonicWALL,
Inc. ("SonicWALL") and Alternative
Technology, Inc. ("Distributor") agree to the terms and conditions of
this Distribution Agreement ("Agreement"). The Agreement authorizes Distributor
to acquire Products from SonicWALL, identified in the then-current SonicWALL
Price List, and market them directly to Resellers.

      


      SonicWALL
manufactures and sells Products, some of which may include third party products
licensed to SonicWALL.

      


      1.     DEFINITIONS

      


      
        	
                a.  

              	
                "Distributor"
      is a business entity which markets and distributes Products acquired
      directly from SonicWALL.

              


      

      
        	
                b.  

              	
                "Defined
      Area" means countries listed in attachment A, and shall further
      specifically exclude any countries prohibited by U.S. Government
      restrictions.

              


      

      
        	
                c.  

              	
                "Products"
      mean the current and future versions of SonicWALL's products as identified
      in the then-current edition of the SonicWALL Price List, which is hereby
      incorporated into this Agreement by reference that are made available to
      Distributor under the terms and conditions of this Agreement. Products
      covered by this agreement are listed in attachment
  A.

              


      

      
        	
                d.  

              	
                "Point
      of Sale Report" means a report provided by Distributor to SonicWALL which
      is in a SonicWALL approved format, and which includes, (i) the submitter
      name. (ii) the "ship to" destination zip code, other applicable postal
      identification code and "ship to" company name, (iii) the part number (iv)
      the quantity sold and (v) the date sold, (vi) the current inventory on
      hand and backlog by part number.

              


      

      
        	
                e.  

              	
                "Agreement"
      is used to describe this set of covenants, promises, understandings,
      obligations, price lists, and other named documents, as may be added from
      time to time.

              


      

      
        	
                f.  

              	
                "Confidential
      Information" means the information and materials which are marked by
      SonicWALL or orally described as confidential or proprietary, and any
      trade secrets or know-how disclosed to the Distributor as a result of and
      under the terms and conditions of this
  Agreement.

              


      

      


      2.    APPOINTMENT.
Distributor shall have the non-exclusive right to purchase the Products
identified in Attachment A for marketing and resale to resellers within the
Defined Area.

      


      3.    TERM OF AGREEMENT.
This term of this Agreement is for a period of one (1) year, unless terminated
earlier as provided in the Agreement, and will commence on the date it is
executed by an authorized SonicWALL signatory and will automatically renew in
twelve (12) month increments. The acceptance of any purchase order by SonicWALL
after the termination date will be construed as extending the Agreement on a
month-to month basis, with month-to-month Agreement subject to termination at
any time by either party upon thirty (30) days' prior written
notice.

      


      4.    PRODUCTS AND
PRICES


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

       

      
        	
                a.  

              	
                Eligible
      Products.  Distributor may market the Products identified
      in Attachment A. SonicWALL reserves the right at any time to make changes
      or modifications to any Products, including those which are required (i)
      for security, or (ii) to facilitate performance in accordance with
      specifications.

              


      

      
        	
                b.  

              	
                Prices.  The
      prices at which Distributor may acquire the Products are listed on the
      appropriate and then-current SonicWALL price list, which may be subject to
      discount as per Attachment A. SonicWALL reserves the right to add or
      withdraw Products from its price lists. Price changes will become
      effective thirty (30) days after being issued, or will become effective as
      indicated on the notification of price change. Orders requesting delivery
      after the effective date of a price increase will be charged at the
      increased price. In the event of a price decrease, all inventory acquired
      by Distributor from SonicWALL before the price decrease and not yet sold
      or under a contract for sale will be granted price protection. The
      difference between the price existing immediately prior to the decrease,
      less any prior credits, and the new price will be credited to Distributor
      account. Price protection will not be granted in the case of a temporary
      price decrease or a special
promotion.

              


      

      
        	
                c.  

              	
                Taxes.  Prices
      are exclusive of all applicable taxes. Distributor agrees to pay all taxes
      associated with the marketing, sublicensing and delivery of the Products
      ordered, including but not limited to sales, use, excise, added value and
      similar taxes and all customs, duties or governmental impositions, but
      excluding taxes on SonicWALL's net
income.

              


      

      


      5.    MARKETING, END USER
SATISFACTION AND SUPPORT

      


      
        	
                a.  

              	
                Use of SonicWALL
      Marks, Trade Names.  For purposes of this Agreement Marks
      shall mean all trademarks, service marks, logos, designations and
      insignias of SonicWALL and/or any third party licenser to SonicWALL.
      Marks, Trade Names and Patents shall mean collectively those of SonicWALL
      and any third party licenser to SonicWALL. Distributor is authorized to
      use the SonicWALL Marks applicable to the Products under this Agreement,
      but only in accordance with SonicWALL policies and only during this
      Agreement term. Distributor is not authorized to use any SonicWALL Trade
      Names without prior written consent of SonicWALL. Upon expiration or
      termination of this Agreement, Distributor agrees to cease all display,
      advertising, and use of any and all SonicWALL Trade Names and Marks.
      Distributor warrants that all identifying signs, literature, logos or
      other evidence linking Distributor and SonicWALL shall be removed,
      returned to SonicWALL at SonicWALL's expense, or destroyed upon
      termination of this Agreement. Distributor further agrees not to alter,
      erase or overprint any notice provided by SonicWALL and not to attach any
      additional Marks without the prior written consent of SonicWALL or affix
      any SonicWALL Marks to any non-SonicWALL Product. Distributor hereby
      recognizes SonicWALL's ownership and title of all Marks, Trade Names and
      Patents and goodwill attaching to the Marks, Trade Names and Patents.
      Distributor will act consistently with these rights and act to preserve
      them in the course of marketing and sales of the Products. Distributor
      agrees that any goodwill which accrues because of Distributor's use of the
      Trade Names and/or Marks will become SonicWALL's property. Distributor
      agrees not to contest SonicWALL's Marks or Trade Names, or make
      application for registration of any SonicWALL Marks or Trade Names without
      SonicWALL's prior written consent. Distributor agrees not to use, employ
      or attempt to register any Trademarks or Trade Names which are confusingly
      similar to SonicWALL's Marks or Trade
Names.

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      
        	
                b.  

              	
                Sales and
      Support.  Distributor agrees that it will make maximum
      application of its resources to promote the distribution and sale of the
      applicable Products. Distributor's efforts to promote, sell, and support
      the Products shall include, but shall not be limited
  to:

              


      

      


      
        	
                o  

              	
                Marketing
      Products in activities approved by SonicWALL in writing prior to the
      activity, informing existing customers and potential customers regarding
      Products, assisting and counseling customers in the selection and use of
      Products; and reporting to SonicWALL promptly and in writing all suspected
      and actual problems with any
product;

              


      

      
        	
                o  

              	
                Distributor
      shall send monthly SonicWALL format Point Of Sale and inventory reports to
      SonicWALL detailing, by Product model, part number, quantity, customer zip
      code, other applicable postal identification code and customer name, date
      of shipment, and quantity of on-hand
inventory;

              


      

      
        	
                o  

              	
                Retain
      all Shipment Reports for five years after the date of sale, and assist
      SonicWALL, upon request, in tracing a product to a sub-Distributor or
      reseller, in order to distribute critical product information, locate a
      product for safety reasons, or discover unauthorized marketing or
      infringing acts;

              


      

      
        	
                o  

              	
                Conduct
      business in a manner which reflects favorably at all times on the
      Products, goodwill, and reputation of
SonicWALL.

              


      

      


      6.    MARKET DEVELOPMENT FUNDS
(MDF)

      


      SONICWALL
shall provide Market Development Funds ("MDF") equal to 3% of Distributor's net
purchases from SONICWALL. The amount of MDF available shall be calculated on a
quarterly basis and can be used for marketing activities in the Defined Area by
the Distributor. Distributor must get written approval from SONICWALL for any
marketing activity expenditure, which will be paid for with MDF. Payment with
MDF by SONICWALL to Distributor shall be in a form of a credit note applied to
Preferred Partner's account. MDF accrued in one calendar quarter must be used
within 1 year of the end of the quarter in which it was earned; any remaining
MDF shall expire thereafter.

      


      7.    PLACING ORDERS &TERMS OF
PAYMENT

      


      
        	
                a.  

              	
                Financial Information
      & Credit.  At SonicWALL's request, Distributor agrees
      to provide such information and evidence of financial security as
      reasonably required by SonicWALL for the purpose of the Distributor's
      establishing and/or maintaining an open account with SonicWALL. SonicWALL
      reserves the right to require, as a condition for accepting any order or
      shipping any Product to Distributor, prepayment or a letter of credit or
      similar instrument confirming by such bank or other institution as
      SonicWALL, in its sole discretion, may deem acceptable to assure payment
      on behalf of Distributor. SonicWALL reserves the right to set the credit
      limit at any level deemed prudent and may increase or decrease the line of
      credit at any time, at its sole discretion. Payment terms are NET 30 days
      from date of invoice, in U.S.Dollars. Invoices not paid when due shall
      accrue interest, at the rate of 1.5% per month or the maximum rate allowed
      by law, whichever is less. All Products ordered in excess of the credit
      limit shall be paid for in a method acceptable to SonicWALL in advance of
      shipment. Repeated or persistent late payments are sufficient cause for:
      (1) forfeiture of any discounts earned or granted under this agreement;
      (2) the revocation of credit terms with SonicWALL; (3) termination of this
      agreement between the distributor and SonicWALL, such action being solely
      the right of SonicWALL; (4) or any combination of the foregoing, as
      SonicWALL sees fit to apply or
exercise.

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      
        	
                b.  

              	
                Acceptance of
      Orders.  All orders shall be subject to acceptance in
      writing by SonicWALL at its principal place(s) of business and shall not
      be binding until the earlier of such acceptance or shipment, and, in the
      case of acceptance by shipment, only as to the portion of the order
      actually shipped. Should orders for Products exceed SonicWALL's available
      inventory, SonicWALL may allocate available inventory and make shipment on
      a basis SonicWALL deems equitable, without liability on account of the
      method of allocation chosen or its
  implementation.

              


      

      
        	
                c.  

              	
                Cancellation of
      Orders.  Except for orders for special configurations,
      orders accepted by SonicWALL may be canceled without penalty by giving
      written notice of cancellation to SonicWALL at least five (5) days prior
      to the scheduled shipment date. Orders canceled less than five (5) days
      prior to the scheduled shipment date may be subject to a cancellation
      payment of fifteen percent (15%) of the invoice value of the canceled
      order. In no event may any order or any portion of an order be canceled
      after shipment.

              


      

      
        	
                d.  

              	
                Product
      Availability.  SonicWALL will use reasonable efforts to
      fill orders for Products and meet requests for shipment dates, subject to
      product availability and consistent with SonicWALL production and supply
      schedules. However, SonicWALL will not be liable for any damages to
      Distributor or to any third party for failure to fill any orders or for
      any delay in delivery or error in filling any orders for any reason
      whatsoever. SonicWALL will ship products, unless otherwise agreed in
      writing, to Distributor designated locations. Distributor may change the
      designated locations at any time prior to the estimated shipment date.
      SonicWALL may not be able to honor a notice, however, unless it is in
      writing and received at least fifteen (15) days prior to the estimated
      shipment date. The right to change Distributor designated locations does
      not include any right to drop ship to customer
  sites.

              


      

      
        	
                e.  

              	
                Delivery.  All
      orders will be F.O.B. SonicWALL facilities. All freight, insurance, and
      other shipping expenses, as well as any special packing expenses, shall be
      paid by Distributor. SonicWALL will ship Products to Distributor
      designated location unless otherwise stated. Shipment to locations other
      than Distributor designated locations will be handled on a case-by-case
      basis and may incur a special handling fee. The Products will be shipped
      to the Distributor PREPAY AND ADD via the most practical route as
      determined by SonicWALL considering freight costs and the required date of
      delivery unless specific, written routing instructions are received by
      SonicWALL five (5) days prior to
shipment.

              


      

      
        	
                f.  

              	
                Title & Risk of
      Loss.  Title to the Products, exclusive of the rights
      retained under this Agreement in Marks, Patents, Copyrights, Trade Names,
      Trade secrets and intellectual property, and all risk of loss shall pass
      to Distributor upon shipment to Distributor or delivery to the common
      carrier. SonicWALL will have no liability for the choice of carrier,
      delays in transit or loss of goods in
transit.

              


      

      
        	
                g.  

              	
                Invoice
      Disputes.  Distributor agrees to give SonicWALL written
      notice of any dispute concerning any invoice issued by SonicWALL within
      thirty (30) days from the date of the invoice, or SonicWALL may
      conclusively presume the invoice to be
accurate.

              


      

      


      8.     RETURNS

      

        
          
             


          

          
            4

            
              

            

          

          
             


          

        



      
        	
                a.  

              	
                Defective
      Products/Dead on Arrival (DOA).  Distributor shall have
      the right to return to SONICWALL for Return Credit any DOA product that is
      returned to Distributor within thirty (30) days after the initial delivery
      date to Distributor's customer. Distributor shall bear all costs of
      shipping and risk of loss of DOA and in-warranty products to SONICWALL's
      location.

              


      

      
        	
                b.  

              	
                Obsolete or Outdated
      Product.  Distributor shall have the right to return the
      Return Credit all products that become obsolete that have been in
      Distributor's inventory for less than 90 days. Distributor shall bear all
      costs of shipping and risk of loss products to SONICWALL's
      location.

              


      

      
        	
                c.  

              	
                Stock
      Balance.  Distributor may return overstocked inventory
      once per quarter. Returns must be no greater than 10% of the net quarterly
      purchases for the preceding quarter. Products returned must be unused,
      undamaged, sealed in their original packages and in merchantable
      condition. An offsetting Purchaser Order must accompany the Stock Balance
      Return request. Distributor shall bear all costs of shipping and risk of
      loss of products returned to SONICWALL’s
  location.

              


      

      
        	
                d.  

              	
                Return Materials
      Authorization (RMA) Number.  Distributor must request and
      obtain an RMA number from SONICWALL before returning any product. Any
      product received by SONICWALL without an RMA number shall be returned to
      Distributor at Distributor's cost.

              


      

      


      9.     INTELLECTUAL
PROPERTY RIGHTS & INDEMNIFICATION

      


      
        	
                a.  

              	
                Software.  When
      marketing software acquired under this Agreement, Distributor agrees to
      exercise its best efforts (but no less than reasonable efforts) to ensure
      that each reseller and/or end user receiving the software through
      Distributor understands, and agrees to be bound by the applicable Product
      Software License Agreement which accompanies the software. For purposes of
      this Agreement, "software" includes firmware and software stored in ROMs.
      Distributor agrees to be bound by the applicable Software License
      Agreement with respect to all Software put to Distributor's internal
      use.

              


      

      
        	
                b.  

              	
                Indemnification.  SonicWALL
      agrees to indemnify, defend, and hold Distributor harmless from any and
      all damages, liabilities, costs and expenses incurred by Distributor as a
      result of any claim, judgment or adjudication against it which provides
      that the Products, Trade Names or the Marks, appropriately used by
      Distributor in connection with marketing the Products, infringe any U.S.
      trademark, U.S. copyright or U.S. patent of any third party, provided: (i)
      Distributor promptly notifies SonicWALL in writing of the claim: and (ii)
      Distributor agrees that SonicWALL shall have the sole control of the
      defense of any action and all negotiations for settlement and
      compromise.

              


      

      
        	
                c.  

              	
                Actual or Potential
      Infringement.  Should the Products, or the operation of
      the Products, become, or in SonicWALL's opinion be likely to become, the
      subject of infringement of any U.S. trademark, U.S. copyright or U.S.
      patent, SonicWALL, at its option and expense, will either procure for
      Distributor the right to continue using the Products, replace or modify
      them so that they become non-infringing, or grant a credit for the
      Products.

              


      

      
        	
                d.  

              	
                Disclaimer.  The
      above states the entire liability of SonicWALL with respect to
      infringement of patents, copyrights, trademarks or any other form of
      intellectual property right by any product supplied by
      SonicWALL.

              


      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      
        	
                e.  

              	
                Proprietary Nature of
      Products & Ownership.  No title to or ownership of
      software acquired under this Agreement or proprietary technology in
      hardware acquired under this Agreement is transferred to Distributor.
      Notwithstanding any provision of this Agreement to the contrary, SonicWALL
      or the licenser through which SonicWALL obtained the rights to distribute
      the Products, or any portion thereof, owns and retains all title and
      ownership of all intellectual property rights in the Products, including
      all software, firmware, software master diskettes, copies of software,
      documentation and related materials which are acquired, produced or
      shipped by SonicWALL under this Agreement, and all modifications to and
      derivative works from software acquired under this Agreement made by
      Distributor, SonicWALL, or any third party. SonicWALL does not transfer
      any portion of such title and ownership, or any of the associated goodwill
      to Distributor, and this Agreement shall not be construed to grant
      Distributor any right or license, whether by implication, estoppel or
      otherwise, except as expressly provided. Distributor agrees to bound by
      and observe the proprietary nature of the Products acquired under this
      Agreement and to take appropriate action by instruction or agreement with
      its employees, agents, contractors and sublicensees who are permitted
      access to the Products to fulfill such obligations under this Agreement.
      Except as set forth in this Agreement, or as may be permitted in writing
      by SonicWALL, Distributor shall not provide SonicWALL supplied Products or
      any part or copies of such Products to any third party without the prior
      written consent of SonicWALL.

              


      

      
        	
                f.  

              	
                Product
      Tampering.  Distributor will not de-compile, reverse
      engineer, reverse compile, modify or perform any similar type of operation
      on any software, firmware or hardware acquired under this Agreement,
      without the prior written consent of SonicWALL. Any such works are
      derivative works and as such are the sole and exclusive property of
      SonicWALL or its licenser.

              


      

      
        	
                g.  

              	
                Injunctive
      Relief.  SonicWALL will be irreparably harmed by a
      violation of Section 9a., e., or f., of this Agreement, will have no
      adequate remedy at law, and will be entitled to injunctive
      relief.

              


      

      
        	
                h.  

              	
                Confidential
      Information.  The parties agree that any Confidential
      Information provided under this Agreement shall be held and maintained in
      strict confidence. Each party agrees to protect the confidentiality of
      such information in a manner consistent with the way a reasonable person
      would protect similar Confidential Information. Confidential information
      means the information and materials noticed or marked by either party as
      confidential and proprietary.

              


      

      
        	
                i.  

              	
                Infringement by Third
      Party.  In the event Distributor becomes aware of any
      infringement or potential infringement of SonicWALL's intellectual
      property rights by a third party, Distributor agrees to promptly report
      such infringement or potential infringement to SonicWALL. In such case,
      Distributor agrees to assist SonicWALL in any reasonable way in
      investigating and/or enforcing SonicWALL's rights against such infringing
      party in exchange for payment by SonicWALL of Distributor's reasonable
      out-of-pocket expenses.

              


      

      


      10.     WARRANTIES

      


      
        	
                a.  

              	
                Statement of Limited
      Warranty.  SonicWALL and its licensers provide warranties
      for hardware in the Statement of Limited Warranty which accompanies all
      hardware products and warranties for software in the Software License
      Agreement which accompanies the software included in the Product. Each
      SonicWALL and its licensers' Statement of Limited Warranty and each
      Software License Agreement distributed with the Products are incorporated
      into this Agreement by reference. SonicWALL extends the applicable
      warranties through Distributor to resellers and end users. Distributor is
      responsible to provide, or cause to be provided, a copy of the applicable
      Statement of Limited Warranty or Software License Agreement to resellers
      and/or end users for their review at the time of installation or
      delivery.

              


      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      
        	
                b.  

              	
                Warranty
      Representations.  Distributor is not authorized to make
      any warranty commitment on SonicWALL's behalf, whether written or oral,
      other than those contained in the applicable Statement of Limited Warranty
      or Software License Agreement. SonicWALL may authorize Distributor to
      market Products for which warranty service is provided by 1) Distributor,
      2) SonicWALL, 3) a SonicWALL selected third party, or 4) some combination
      of these providers of warranty
service.

              


      

      


      11.     Limitation of
Warranties.  The warranties described in the applicable
SonicWALL Statement of Limited Warranty or Software License Agreement and
section 7 above are in lieu of all other warranties, express or implied,
including, but not limited to, the implied warranties of merchantability and
fitness for a particular purpose.

      


      12.     Limitation of
Remedies.  SonicWALL's entire liability and Distributor's
exclusive remedy for any claims concerning this agreement and products acquired
under this agreement are set forth in this section. Notwithstanding anything to
the contrary in this agreement, neither party shall be liable to the other party
for any indirect, incidental, or consequential damages (including lost profits)
sustained or incurred in connection with this agreement and the Products that
are subject to this agreement regardless of the form of action and whether or
not such damages are foreseeable.

      


      
        	
                a.  

              	
                Hardware.  In
      all situations involving performance or non-performance of hardware
      acquired under this Agreement, Distributor's remedy is return for full
      credit of the hardware, adjustment or repair of the hardware or
      replacement parts of the hardware by SonicWALL. If, after repeated
      efforts, SonicWALL is unable to place the hardware in good working order,
      all as warranted, Distributor will be entitled to recover direct damages
      to the limits set forth in this Section. For any other claim concerning
      performance or non-performance by SonicWALL in any way related to, or
      arising from, this Agreement, or any purchase order under this Agreement,
      Distributor will be entitled to recover actual damages to the limits set
      forth in this Section.

              


      

      
        	
                b.  

              	
                Software.  SonicWALL's
      liability and Distributor's exclusive remedy for software acquired under
      this Agreement are set forth in the applicable Software License Agreement.
      The Software License Agreement in effect at the time when the event occurs
      which causes the damage.

              


      

      
        	
                c.  

              	
                Aggregate
      Liability.  SonicWALL's liability for direct damages to
      Distributor for any cause whatsoever, under Section 9(b) above or as
      otherwise stated herein, and regardless of the form of action, will be
      limited to the price, less discount, of the product that caused the
      damages or gave rise to the cause of action. This limitation does not
      apply to the payment of claims by Distributor for personal injury or
      damage to real property or tangible personal property caused by
      SonicWALL's negligence.

              


      

      


      13.   DEFAULT/TERMINATION

      

        
          
             


          

          
            7

            
              

            

          

          
             


          

        



      
        	
                a.  

              	
                Default.  In
      addition to any other rights or remedies which may be available at law or
      in equity, either party may terminate this Agreement upon an event of
      default by the other party. Events of default include: (i) if either party
      fails to observe any term or condition under this Agreement and such
      failure continues for thirty (30) days following receipt of written notice
      from the other party; (ii) If Distributor is acquired by or comes under
      the control of different ownership, is dissolved, or is involved in a
      reorganization; (iii) If Distributor is not paying its debts as they
      become due, becomes insolvent, files or has filed against it a petition
      (or other document) under any Bankruptcy Law or similar law, makes a
      general assignment or trust mortgage for the benefit of creditors, or if a
      receiver, trustee, custodian or similar agent is appointed or takes
      possession of any of Distributor's property or
  business.

              


      

      
        	
                b.  

              	
                Termination for
      Convenience.  Either party may terminate this Agreement
      solely for convenience upon thirty (30) days prior written
      notice.

              


      

      
        	
                c.  

              	
                Effect of Termination
      on Obligations. Termination of this Agreement shall not affect any
      pre-termination obligations of either party under this Agreement and any
      such termination is without prejudice to the enforcement of any
      undischarged obligations existing at the time of termination.
      Notwithstanding the above, in the event SonicWALL terminates this
      Agreement for default all charges accrued by Distributor will become
      immediately due and payable. Regardless of any other provision of this
      Agreement, SonicWALL will not by reason of the termination of this
      Agreement be liable for compensation, reimbursement, or damages on account
      of the loss of prospective profits on anticipated sales, or on account of
      expenditures, investments, leases, or commitments in connection with
      Distributor's business or goodwill, or
  otherwise.

              


      

      


      14.    GENERAL
PROVISIONS

      


      
        	
                a.  

              	
                Force
      Majeure.  If either party shall be prevented from
      performing any portion of this Agreement (except the payment of money) by
      causes beyond its control, including without limitation, labor disputes,
      civil commotion, war, governmental regulations or controls, casualty,
      inability to obtain materials or services, or acts of God, such party
      shall be excused from performance for the period of the delay and for a
      reasonable time thereafter.

              


      

      
        	
                b.  

              	
                Survivor of
      Terms.  The provisions of this Agreement which by their
      nature extend beyond the termination of this Agreement will survive and
      remain in effect until all obligations are
  satisfied.

              


      

      
        	
                c.  

              	
                Waiver.  No
      waiver of any right or remedy on one occasion by either party shall be
      deemed a waiver of such right or remedy on any other
    occasion.

              


      

      
        	
                d.  

              	
                Superior
      Agreement.  This Agreement shall not be supplemented or
      modified by any course of dealing or usage of trade. Variance from or
      addition to the terms and conditions of this Agreement in any purchase
      order or other written notification from Distributor will be, of no effect
      whatsoever.

              


      

      
        	
                e.  

              	
                Assignment.  This
      Agreement is not assignable by Distributor, in whole or in part, without
      SonicWALL's prior written consent, which shall not be unreasonably
      withheld. Any attempted assignment without such written consent shall be
      null and void.

              


      

      
        	
                f.  

              	
                Notice.  All
      notices required under this Agreement (except those relating to product
      pricing, changes and upgrades) shall be deemed effective when received and
      made in writing by either (i) registered mail, (ii) certified mail, return
      receipt requested, or (iii) overnight mail, appropriately directed to the
      attention of the party executing this Agreement or that person's
      successor.

              


      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      
        	
                g.  

              	
                Severability.  If
      any term, provision, or condition of this Agreement is held invalid or
      unenforceable for any reason, the remainder of the provisions will
      continue in full force and effect as if this Agreement had been executed
      with the invalid portion eliminated. The parties further agree to
      substitute for the invalid provision a valid provision which most closely
      approximates the intent and economic effect of the invalid
      provision.

              


      

      
        	
                h.  

              	
                Independent
      Contractors.  Each party acknowledges that both parties
      to this Agreement are independent contractors and that it will not, except
      in accordance with this Agreement, and represent itself as an agent or
      legal representative of the other.

              


      

      
        	
                i.  

              	
                Government
      Approval.  Distributor shall obtain all approvals and
      handle all filings required by the national and local governments within
      the Defined Area with respect to the performance of this Agreement and the
      sale of the Products in the Defined Area, including, without limitation,
      any notification to any Fair Trade Commission required under
      law.

              


      

      
        	
                j.  

              	
                Export
      Compliance.  The rights and obligations of Distributor
      shall be subject to such United States laws and regulations as shall from
      time to time govern the license and delivery of technology abroad by
      persons subject to the jurisdiction of the United States, including the
      Export Administration Act of 1979, and the Export Administration
      regulations issued by the Department of Commerce, International Trade
      Administration, Office of Export Administration. Distributor shall certify
      that it shall not, directly or indirectly, export or re-export or
      transship the Products or any parts or copies thereof in such manner as to
      violate such laws and regulations in effect from time to time. Distributor
      shall indemnify and hold harmless SonicWALL from and against any and all
      losses, claims, and expenses incurred by SonicWALL as a result of breach
      of Distributor's obligations under this
  Sectionl4(j).

              


      

      
        	
                k.  

              	
                Attorney's
      Fees.  Each party agrees to pay the other's attorney's
      fees and costs of litigation if the original party, for any cause
      whatsoever, brings suit against the other party and the other party is
      finally adjudicated not to have
liability.

              


      

      
        	
                l.  

              	
                Records
      Examination.  Distributor agrees to allow SonicWALL to
      examine its records to determine compliance or noncompliance with the
      Agreement. Any examination will be at the expense of SonicWALL and will be
      solely for the purpose of ensuring compliance with the Agreement. Any
      examination will be conducted only by an authorized representative of
      SonicWALL, and will occur during regular business hours at Distributor's
      offices and will not interfere unreasonably with Distributor's business
      activities. Examinations will be made no more frequently than quarterly,
      and SonicWALL will give Distributor ten (10) days written notice of the
      date of the examination and the name of the SonicWALL authorized
      representative who will be conducting the examination. All information
      obtained by the SonicWALL authorized representative conducting the audit
      will be maintained confidential by the representative. The examiner will
      give Distributor and SonicWALL an examination report containing only the
      information necessary to indicate compliance or non-compliance with the
      Agreement.

              


      

      
        	
                m.  

              	
                Jurisdiction.  This
      Agreement shall be governed by the laws of the State of Utah, and any
      dispute shall be adjudicated in the courts of appropriate jurisdiction in
      the City of Alexandria, Virginia, United States of
  America.

              


      

      

        
          
             


          

          
            9

            
              

            

          

          
             


          

        



      This
Agreement supersedes all prior communications or understandings between
Distributor and SonicWALL and constitutes the entire agreement between the
parties with respect to the matters covered herein. The headings provided in
this Agreement are for convenience only and shall not be used in interpreting or
construing this Agreement.

      


      


      ACCEPTED
THIS                                                                ACCEPTED
THIS

      


      18th day
of April,
2002                                                        20th
day of December, 2000

      SonicWALL.
Inc.                                                                Alternative Technology,
Inc.

      COMPANY
NAME                                                             COMPANY
NAME

      


       

       

       
 SIGNATURE                                                                           SIGNATURE

      


      Ronald E Heinz
JR.                                               Michael A. Wallace,
CFO

      PRINTED
NAME                                                                PRINTED
NAME

      


      1160
Bordeaux
Drive                                                 7800 East
Iliff

      Sunnyvale. CA
94089                                               Denver, CO
80231

      ADDRESS                                                                    ADDRESS

      


      


      


      


      


      



      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      


      ATTACHMENT
A

      


      DEFINED AREA
(S)

      USA

      


      


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