ex10-1.htm


     

    Exhibit
10.1

     

    
       

      
        	 	
                Contract Number.:
      8129

                Version :
      12

              


      

       

       

      AMENDMENT
TO THE SYSTEMS INTEGRATOR AGREEMENT

       

      This
Amendment (the "Amendment") to the Systems Integrator Agreement (the
"Agreement") entered into by and
between Cisco Systems, Inc., ("Cisco") a California corporation having its
principal place of business at 170 West Tasman Drive, San Jose, California,
95134, and INX, Inc. ("Integrator") having its principal place of business
at 15960 Midway Road Suite 101, Addison, TEXAS, 75001, UNITED STATES, is
effective the later of 25-Jan-2009 or the date of the electronic confirmation
message received after this Amendment is accepted (the "Amendment Effective
Date").

       

      WHEREAS, as of 13-Nov-2001, Cisco and
Integrator entered into the Agreement, as amended (if applicable);

       

      WHEREAS, Cisco has implemented an on-line
contract system; and any extension, renewal, and/or amendment to the Agreement
may be in electronic format and accepted on-line by means of such system,
(including these terms the "On-line Amendment") as described herein;
and

       

      WHEREAS, in order to implement an On-line
Amendment, Cisco has delivered an e-mail to an authorized officer or
representative of Integrator, which e-mail contained a link to this On-line
Amendment. By clicking on the link, Integrator was presented with this On-line
Amendment, which sets forth the terms and conditions of the extension, renewal
and/or amendment of the Agreement and contains a means for
acceptance.

       

      NOW THEREFORE, the parties agree to amend the
Agreement as follows:

       

      1. The
Agreement may be extended, renewed and/or amended by electronic means by
accepting terms and conditions on-line and the provisions of such extension,
renewal and/or amendment shall for all purposes be legally enforceable and
binding on the parties as if the Agreement was extended, renewed and/or amended
in writing and signed by both parties. The On-line Amendment shall be deemed
signed and thus the terms hereof agreed
to, if Integrator clicks on the 'Renew' button and thereby accepts the On-line
Amendment. All references to
writing or written amendments in the Agreement shall be deemed to include any
On-line Amendment, and all references to signature shall include on-line
acceptance. Integrator waives any challenge to the validity or enforceability of
any renewals, extensions and/or amendments to the Agreement or the terms of any
of the forgoing on the grounds that the terms of any renewal, extension and/or
amendment were presented on-line or electronically or acceptance of such
renewal, extension and/or amendment was electronically transmitted or
accepted.

       

      2. The
term of the Agreement shall be renewed for an additional two (2) year period
commencing on the Amendment Effective Date. If the Agreement expired prior to
the Amendment Effective Date, any orders received and Products purchased between
the date of expiration and the Amendment Effective Date shall be in all respects
deemed made under the Agreement as in effect prior to this On-line
Amendment.

       

      3. The
support exhibits currently in the Agreement shall be deleted in their entireties
and replaced with the relevant Support Exhibits for which Integrator qualifies
as posted on http://www.cisco.com/web/partners/support /integrator
support exhibits.html, which are incorporated into the Agreement by this
reference.

       

      4. The
Exhibit for the Purchase and Resale of Cisco Transactional Advanced Services,
posted on http://www.
cisco. com/web/partners/support/integrator support
exhibits. html, is incorporated into the Agreement by this reference
(collectively with the above relevant Support Exhibits in paragraph 3, the "New
Exhibits").

       

      5. To
the extent that there are any pre-existing exhibits ("Superseded Exhibits") in
the Agreement dealing with subject matters which in Cisco's reasonable opinion
are materially similar to those of the New Exhibits, then: (a) such Superseded
Exhibits are hereby superseded by the appropriate New Exhibits, and (b) all
references to such Superseded Exhibits shall be regarded as references to the
appropriate New Exhibits. This paragraph applies without affecting the
generality of paragraph 8 below.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      6. Integrator
represents and warrants that before clicking on the 'Renew' button as described
in paragraph 1 above, it: (a) has obtained copies of all applicable New Exhibits
by downloading such New Exhibits from http://www.
cisco. com/web/partners/support/integrator support
exhibits. html, or otherwise requesting them from Cisco, and (b) has read
and understood, and accepts, the terms and conditions set forth in such New
Exhibits.

       

      7. It
is acknowledged that in entering into this On-line Amendment, Cisco has relied
upon Integrator's representation and warranty in paragraph 6 above.

       

      8. To
the extent that there is conflict between the Agreement and this On-line
Amendment, the terms of this On-line Amendment shall take precedence over the
terms and conditions of the Agreement with regards to the subject matter
described herein.

       

      9. Appendix
A ("Compliance with Anti-Corruption Laws") is incorporated into this On-Line
Amendment.

       

      10.  All
other terms and conditions of the Agreement remain unchanged and in full force
and effect.

       

      The
parties hereto have caused this On-line Amendment to be accepted on-line or
signed by its duly authorized officer or representative as of the Amendment
Effective Date.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Appendix
A

       

      Compliance with
Anti-Corruption Laws

       

      In
connection with the sale or distribution of Cisco Products or Services, or
otherwise in carrying out its obligations under this Agreement, Integrator
represents and warrants the following:

       

      (a)
Integrator will comply with all country, federal, state and local laws,
ordinances, codes, regulations, rules, policies, regulations and procedures,
including, without limitation, all anti-corruption laws, including, the U.S.
Foreign Corrupt Practices Act (Applicable Laws). Integrator can find more
information about the FCPA at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.
html, or by contacting

      publicsectorcompliance@cisco. com.

       

      (b)  Integrator
shall not take any action or permit or authorize any action in violation of the
Applicable Laws;

       

      (c)   Integrator
will not use money or other consideration paid by Cisco (and Integrator will not
use its own money on Cisco's behalf) for any unlawful purposes, including any
purposes violating Applicable Laws, such as direct or indirect payments, for the
purpose of assisting Cisco in obtaining or retaining business, to any of the
following:

       

      
        	
              	
                ●

              	
                government
      officials (including any person holding an executive, legislative,
      judicial or administrative office, whether elected or appointed, or of any
      public international organization, such as the United Nations or World
      Bank, or any person acting in any official capacity for or on behalf of
      such government, public enterprise or state-owned
    business);

              


      

      
        	
              	
                ●

              	
                political
      parties or party officials,

              


      

      
        	
              	
                ●

              	
                candidates
      for political office, or

              


      

      
        	
              	
                ●

              	
                any
      person, while knowing that all or a portion of such money or thing of
      value will be offered, given or promised, directly or indirectly, to any
      of the above-identified persons or
  organizations.

              


      

       

      (d)   Upon
request by Cisco, Integrator will require that its own subcontractors,
consultants, agents or representatives execute a written compliance statement
containing substantially similar representations as are contained in this
section.

       

      (e)    Integrator's
record keeping obligations, set forth in the "Audit" provision in the Agreement,
shall apply equally to Integrator's representations and warranties in this
section, and Cisco's audit rights, as set forth herein, apply to Integrator's
compliance with the Applicable Laws;

       

      (f)    In
no event shall Cisco be obligated under this Agreement to take any action or
omit to take any action that Cisco believes, in good faith, would cause it to be
in violation of any laws of the Territory(ies) identified in this Agreement or
the Applicable Laws.

       

      (g)   The
owner(s), principals, directors, officers and employees of Integrator's business
are not government officials or employees (at any level of
government);

       

      (h)   The
owner(s), principals, directors, officers and employees of Integrator's business
are not employees of Cisco(including any of its affiliated
companies);

       

      (i)    Integrator,
its owner(s), principals, directors and officers have not been formally charged
with, convicted of, or plead guilty to, any offense involving fraud or
corruption;

       

      (j)    Integrator,
its owner(s), principals, directors and officers have not been listed by any
government or public agency(such as the United Nations or World Bank) as
debarred, suspended, or proposed for suspension or debarment or otherwise
ineligible for government procurement programs;

       

      (k)   Integrator
has not offered to pay, nor has Integrator paid, nor will Integrator pay, any
political contributions to any person or entity on behalf of Cisco;

       

      (l)    If
Integrator is a non-governmental entity, it will notify Cisco in writing if any
of its owners, principals, directors, officers, or employees are or become
during the term of this Agreement officials, officers or representatives of any
government, political party or candidate for political office outside the United
States and are responsible for a decision regarding obtaining or retaining
business for Cisco Products or Services by such government. Integrator will also
promptly inform Cisco if any other portion of the statements set forth in
sections (g) through (k) in this Appendix A changes.

       

      (m)  Notwithstanding
any other provision in this Agreement, Cisco may terminate this Agreement
immediately upon written notice if Integrator breaches any of the
representations and warranties set forth in this section. Integrator will
indemnify and hold harmless Cisco for any violation by Integrator of any
Applicable Laws.

       

      (n)   Integrator can report to Cisco any concerns it may
have regarding any business practices by emailing
ethics@cisco.com,
or by calling Cisco ' s Helpline toll free number in North America
1-877-571-1700 or worldwide number (reverse calling charges to Cisco)
001-770-776-5611. Contact ethics@cisco.com
for other available regional hotline numbers.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (o)   Integrator
has read and agrees to act consistently with Cisco's" Compliance with Global
Anticorruption Laws

       

      by Cisco's Partners," a copy of which
is included in the click to accept contract renewal tool, and which is also
published at http://www.cisco.com/legal/anti corruption.
html.

       

      I hereby
confirm that I have read the Renewal Amendment and confirm that I am authorized
to accept the Renewal Amendment on behalf of my
company.

       

      
      

       

      
        	
                SIGNATURE

                 

                Transaction Id
      :

                 

                Transaction Timestamp :

                 

                Transaction Status :

                 

                
                  Answer
      the following for Channel Partner ' s verification

                   

                  Name
      : 

                   

                  Title 

                   

                  Email
      : 

                

              	 	
                 

                 

                19632637

                 

                1
      1-FEB-2009 09:04:44 AM -08:00 UTC

                 

                Accepted

                 

                 

                 

                PAUL KLOTZ

                 

                COO

                 

                paul.klotz@inxi.com

              
	 	 	 
	 	 	 
	
                1. 
      Either:

              	 	 
	 	 	 
	
                a).    The
      owner(s), principals, directors, officers and employees of Channel
      Partner's business ("Owners/Management")
      are not government officials or employees (at any level of government)
      or

              	 	 
	 	 	 
	
                
                

                b).    If,
      during the term of this Agreement, one or more of the Owners/Management is
      or becomes an official, officer or representative of any government,
      political party or candidate for political office outside the United
      States and is responsible for a decision regarding obtaining or retaining
      business for Cisco Products or Services by such government or governmental
      entity, Channel Partner will notify Cisco in
    writing;

              	 	
                a)

              
	 	 	 
	
                2.  The
      Owners/Management of Channel Partner are not employees of Cisco (including
      any of its affiliated companies)

              	 	Agree
	 	 	 
	
                3.  Neither
      the Channel Partner nor the Owners/Management
      of Channel Partner has been formally
      charged with, convicted of, or plead guilty to, any criminal offense
      involving fraud or corruption

              	 	Agree
	 	 	 
	
                4.  Neither
      the Channel Partner nor the Owners/Management
      of Channel Partner has been listed by any government or public agency
      (such as the United Nations
      or World Bank) as debarred, suspended, or proposed
      for suspension or debarment or otherwise ineligible
      for government procurement programs

              	 	Agree
	 	 	 
	
                5.  Neither
      the Channel Partner nor the Owners/Management
      of Channel Partner has offered to pay,
      nor has Channel Partner paid, any political contributions
      to any person or entity on behalf of Cisco

              	 	Agree
	 	 	 
	
                6.  Channel
      Partner will promptly inform Cisco if any portion
      of this verification changes (e.g., an owner of Channel
      Partner ' s business becomes a government official)

              	 	Agree
	 	 	 
	SIGNATURE	 	 
	 	 	 
	
                Name
      : 

              	 	
                Ted Hull

              
	 	 	 
	
                Title:

              	 	
                VP, Finance

              
	 	 	 
	
                Signature
      image

              	 	 
	 	 	 
	
                Transaction
      Id : 

              	 	
                19657189

              
	 	 	 
	
                Transaction
      Timestamp :

              	 	 
	 	 	 
	
                Transaction Status
      : 

              	 	
                Accepted