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Exhibit
10.37
  
 
 AMENDMENT TO THE SYSTEMS INTEGRATOR AGREEMENT
  WHEREAS
 WHEREAS
 WHEREAS
 NOW THEREFORE,
   http://www.cisco.com/web/partners/support/integrator_support_exhibits.html
 http://www.cisco.com/web/partners/support/integrator_support_exhibits.html
  http://www.cisco.com/web/partners/support/integrator_support_exhibits.html




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EXHIBIT FOR THE PURCHASE AND RESALE OF CISCO TRANSACTIONAL ADVANCED SERVICES
  1.
    
    Definitions(for the purposes of this Exhibit only) are those in Appendix A
(Glossary of Terms) at the end of this Exhibit or as defined in the Agreement.2.
    
    Scope.
 a.
    
    This Exhibit amends the Agreement to include
the terms and conditions under which Integrator may purchase Transactional Advanced Services from Cisco for: (i)
its Internal Use and (ii) Resale to End Users. The terms and conditions under which
Integrator may purchase and resell subscription (Service Description-based) Advanced
Services, if any, are as set forth in the Agreement, and are not modified in any way
by this Exhibit.b.
    
    The Cisco Brand Resale Support Exhibit or
Cisco Brand Resale Support Appendix (as the
case may be) as set forth in the Agreement is
hereby amended to allow for the purchase and
resale of Transactional Advanced Services to
End Users.c.
    
    The term Services as defined in the
Agreement and related Support Exhibit(s) is
hereby amended to include Transactional
Advanced Services. Except as set forth
herein, all terms and conditions regarding
Integrators purchase and resale of Services
(including Transactional Advanced Services),
and delivery of such Services by Cisco shall be
as set forth in the Agreement.
 3.
    
    Orders.Integrator shall, upon and subject to approval by Cisco, purchase Transactional
Advanced Services by issuing a Purchase Order. For Transactional Advanced Services intended for
Resale to an End User, Integrator will comply with the resale procedure as set forth in this
Exhibit. Each Purchase Order must be signed/sealed, as applicable, if requested by Cisco, or (in
the case of electronic transmission) sent, by an authorized representative, indicating the SOW
project identification number, specific Services, quantity, price, total purchase price, bill-to
and ship-to names (if for Resale), addresses, tax exempt certifications, if applicable, reference
to this  Exhibit, and any other special instructions. No contingency contained on any Purchase
Order shall be binding upon Cisco. The terms of this Exhibit shall apply, regardless of any
additional or
conflicting terms on any Purchase Order or other correspondence or documentation submitted by
Integrator to Cisco, and any such additional or conflicting terms are deemed rejected by Cisco.4.
    
    Advanced Services  Statements of Work.
 a.
    
    The Transactional Advanced Services will be
provided by Cisco pursuant to the terms and
conditions of this Exhibit and the Agreement.
Cisco may use subcontractors (under separate
contract to Cisco) to perform the Transactional
Advanced Services, or portion(s) thereof.b.
    
    Cisco will not proceed with performing
Transactional Advanced Services until both
Integrator and Cisco have signed the
applicable SOW. Each SOW, once signed by
both parties, shall become a part of this
Exhibit. Each SOW shall at least include:
 -
    
    A description of each partys obligations;-
    
    An estimated performance schedule,
including Milestones, when applicable;-
    
    Completion criteria that Cisco will meet to
fulfill its obligations under the SOW; and-
    
    Identification of primary contacts for Cisco,
Integrator and End User, if applicable.
 c.
    
    SOWs may only be amended by a written
document signed by each partys authorized
representative, and per the change
management procedures set forth therein.d.
    
    The applicable SOW(s) exclusively define the
scope of the Transactional Advanced
Services. Integrator agrees that Cisco is not
responsible for providing any Services (to
Integrator or End User, as applicable) beyond
those explicitly set forth in the SOW(s). To the
extent there is a conflict between the terms of
a SOW and this Exhibit, the terms of this
Exhibit shall control, unless explicitly stated
otherwise in the SOW.
 5.
    
    Pricing.
 a.
    
    Prices for Transactional Advanced Services
shall be as specified in the applicable SOW.b.
    
    All prices are exclusive of any taxes, fees,
duties or other applicable amounts. Integrator
shall pay the taxes related to Transactional
Advanced Services purchased pursuant to this




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Exhibit, or Integrator shall present an exemption certificate acceptable to the taxing
authorities. Applicable taxes, if any, shall be billed as a separate item on the
invoice. Cisco reserves the right to increase the Transactional Advanced Service fee in
the event Integrator determines any withholding tax obligation prevents Cisco from
receiving the specified prices for such Transactional Advanced Services pursuant to
Section 5(a) above.c.
    
    Prices for Transactional Advanced Services are not subject to any
discount.
 6.
    
    Payment and Invoicing.
 a.
    
    Payment.All Purchase Orders are subject to
credit approval and, subject thereto, payment
terms are net thirty (30) days from the date of
invoice. Unless otherwise agreed by Cisco, all
payments shall be made in the currency used
by the Cisco Systems entity with which
Integrator has placed its Purchase Order. Any
sum not paid by Integrator when due shall bear
interest from the due date until paid at a rate
of: (i) ten (10) per cent per annum or (ii) the
maximum rate permitted by law, whichever is
less.b.
    
    Invoicing.Cisco will invoice Integrator upon
completion of each Milestone as defined in the
SOW, per the SOWs Milestone schedule.
Invoices may contain multiple Milestones. The
SOW Milestone schedule supersedes any
Milestones identified in a Purchase Order;
nevertheless, unless otherwise mutually
agreed upon via a change management
procedure, the total invoiced amounts for SOW
Milestones shall not exceed the total amount of
Integrators Purchase Order. Integrator shall
not delegate to End User (or any other third
party) or otherwise assign the task of
accepting or assessing completion of
Milestones; any language to the contrary in any
SOW is void and of no effect. If a SOW does
not contain a Milestone schedule, Cisco will
invoice Transactional Advanced Services
performed under such SOW as set forth in
such SOW.
 7.
    
    Term and Termination.
 a.
    
    The term of this Exhibit is effective as of the
Amendment Effective Date and shall, subject
to any early termination as provided herein,
terminate when the Agreement is terminated
or expires.b.
    
    The term of each SOW shall commence on the last date of signature of the SOW and
continue until last Milestone completion, unless
otherwise specified in the SOW.c.
    
    Cisco shall have a lead-time of up to sixty (60)
days from acceptance of Purchase Order for
scheduling of Transactional Advanced
Services.d.
    
    This Exhibit, and any Transactional Advanced
Services being performed hereunder, may be
terminated immediately by either party upon
written notice:
 (i)
    
    if the other party breaches any of the material provisions of this Exhibit and the
breach is not capable of being cured or after providing thirty (30) days written notice to
the breaching party if the breaching party fails to cure such breach within such period;(ii)
    
    if the other party: (w) ceases, or threatens to cease to carry on business as a going
concern; or (x) becomes or may become the object of the institution of voluntary or
involuntary proceedings in bankruptcy or liquidation, or (y) a receiver or similar officer
is appointed with respect to the whole or a substantial part of its assets; or (z) an
event similar to any of the foregoing occurs under applicable law; or(iii)
    
    if, except as provided below, either party assigns (by operation of law or otherwise,
including merger) or transfers any of the rights or responsibilities granted under this
Exhibit or any SOW, without the prior written consent of the other party, or in the event
of a sale of all or substantially all of such partys assets, or transfer of a controlling
interest in such party to an unaffiliated third party. Notwithstanding the foregoing: (y)
Cisco reserves the right to subcontract Transactional Advanced Services to any Affiliate or
third party organization to provide Transactional Advanced Services to Integrator, and (z)
Cisco may assign this Exhibit or all or any portion of its rights and obligations
hereunder, to any Affiliate of Cisco.
 e.
    
    If Transactional Advanced Services fees are
not paid when due and payment has not been
received within thirty (30) days after notice
from Cisco of such past due payment, Cisco
may withhold the provision of Transactional
Advanced Services until all amounts past due
are paid in full, and/or immediately terminate
this Exhibit or any SOW(s).f.
    
    If, following termination or expiration of this
Exhibit, Integrator places Purchase Orders and
Cisco accepts such Purchase Orders, then any
such Purchase Orders shall be governed by
the terms and conditions of this Exhibit
notwithstanding the earlier expiration or
termination of this Exhibit; provided, however,




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that acceptance by Cisco of any such Purchase Order will not be considered a renewal of
this Exhibit.g.
    
    Each SOW shall terminate immediately upon termination of this Exhibit, unless
otherwise agreed by the parties. Notwithstanding the foregoing, the parties ongoing
obligations under any non-terminated SOWs will continue through the end of their defined
term, unless otherwise agreed by the parties in writing.h.
    
    Upon termination of this Exhibit or any SOW, Integrator shall pay Cisco for all
work Cisco has performed up to the effective date of termination at the agreed upon
prices, fees and expense reimbursement rates.
 8.
    
    Procedure to Resell Transactional Advanced Services.
 a.
    
    Resale Procedure.The following procedure is for Integrators Resale of
Transactional Advanced Services to End User(s):
 (i)
    
    Integrator will submit a request for services and a request for proposal
(RFP) for the proposed Transactional Advanced Services to Cisco. The RFP should
include the following information: End User name, relevant information regarding End
Users Network(s), Product(s) and Software involved, and the scope of the requested
Transactional Advanced Services.(ii)
    
    Upon receipt of the RFP, Cisco will work with Integrator to size and scope
the proposed Transactional Advanced Services, and provide Integrator with a quote for
Transactional Advanced Services as a SOW. A valid SOW will identify the Transactional
Advanced Services and any Deliverables, the respective responsibilities of Cisco,
Integrator and End User, any special terms and conditions, the price for such
Transactional Advanced Services and the period during which such Transactional
Advanced Services shall be provided. Each SOW must: (y) be signed by a duly
authorized representative of Cisco and (z) have a unique Cisco reference number. No
SOW is valid without an accompanying Cisco reference number.(iii)
    
    Integrator shall sign the SOW, and submit the SOW to Cisco.(iv)
    
    Integrator shall issue to Cisco a valid
 Purchase Order that references the SOW.(v)
    
    If Cisco accepts Integrators Purchase
Order and the signed SOW, Cisco will:(1)
    
    Signify its acceptance of the SOW;(2)
    
    Confirm receipt and entry of
Integrators Purchase Order; and(3)
    
    Schedule commencement of such
Transactional Advanced Services
pursuant to the SOW within sixty (60)
days.
 b.
    
    Ciscos Rights and Obligations.
 (i)
    
    Cisco will make available for resale by Integrator only the Transactional Advanced
Services described in a Cisco SOW as a response to an Integrator RFP.(ii)
    
    The Transactional Advanced Services described in the SOW will be subject to the Change
Management Procedures defined therein.(iii)
    
    Cisco has the right to refuse to provide Transactional Advanced Services requested in
an RFP, and any Transactional Advanced Services as a result of the Change Management
Procedures, at its sole discretion.(iv)
    
    Cisco has no obligation to fulfill Transactional Advanced Services represented by
Integrator to End User that are not explicitly set forth in a SOW accepted by Cisco.
 c.
    
    Integrators Rights and Obligations. For
Transactional Advanced Services for which Integrator has followed the above procedure to
resell, and after Cisco has accepted the SOW for such Transactional Advanced Services:
 (i)
    
    Integrator is authorized, on a nonexclusive basis, to resell such Transactional
Advanced Services to End User pursuant to the provisions of this Exhibit.(ii)
    
    Integrator agrees that prior to accepting a purchase order from an End User for such
Transactional Advanced Services, Integrator shall either:
 (1)
    
    Ensure that for each Transactional
Advanced Service purchased, End
User understands Ciscos obligations
and End Users responsibilities and
obligations under the applicable SOW;
or(2)
    
    Include the project scope and
responsibilities of each party for each
Transactional Advanced Service as
set forth in the applicable SOW in its
separate contract(s) with End User for
each Transactional Advanced Service
resold by Integrator, and disclose that




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Integrator has contracted with Cisco for the provision of such Transactional
Advanced Services.
 (iii)
    
    Integrator shall provide to Cisco, and Cisco shall ensure that its personnel
or subcontractors make commercially reasonable efforts to comply with End Users
security regulations in their activities at End User sites or in connection with End
User systems; however, Ciscos personnel or agents shall not be required to sign
individual agreements with End User or Integrator or waive any personal rights such
personnel or agents might have.
 9.
    
    Warranty.
 a.
    
    ALL TRANSACTIONAL ADVANCED
SERVICES PROVIDED HEREUNDER SHALL
BE PERFORMED IN A WORKMANLIKE
MANNER. EXCEPT AS SPECIFIED IN THIS
SECTION 9, CISCO HEREBY DISCLAIMS
AND INTEGRATOR WAIVES ALL
REPRESENTATIONS, CONDITIONS AND
WARRANTIES (WHETHER EXPRESS,
IMPLIED, OR STATUTORY), INCLUDING
WITHOUT LIMITATION, ANY WARRANTY
OR CONDITION: (I) OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, QUIET
ENJOYMENT OR ACCURACY, OR (II)
ARISING FROM ANY COURSE OF DEALING,
COURSE OF PERFORMANCE, OR USAGE
IN THE INDUSTRY.b.
    
    TO THE EXTENT AN IMPLIED WARRANTY
CANNOT BE DISCLAIMED, SUCH
WARRANTY IS LIMITED IN DURATION TO
THE APPLICABLE EXPRESS WARRANTY
PERIOD. INTEGRATORS SOLE AND
EXCLUSIVE REMEDY FOR BREACH OF
WARRANTY SHALL BE, AT CISCOS
OPTION, RE-PERFORMANCE OF THE
TRANSACTIONAL ADVANCED SERVICES;
OR TERMINATION OF THIS EXHIBIT OR
THE APPLICABLE TRANSACTIONAL
ADVANCED SERVICES AND RETURN OF
THE PORTION OF THE TRANSACTIONAL
ADVANCED SERVICE FEES PAID TO CISCO
BY INTEGRATOR FOR SUCH NON-CONFORMING TRANSACTIONAL ADVANCED SERVICES.
 10.
    
    Limitation of Liability and Consequential Damages Waiver.
 a.
    
    TO THE EXTENT REQUIRED UNDER LOCAL LAW, NOTHING IN THIS EXHIBIT SHALL LIMIT: (I)
CISCOS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS AND SUPPLIERS COLLECTIVE LIABILITY TO INTEGRATOR FOR BODILY INJURY OR DEATH CAUSED
BY THEIR NEGLIGENCE, OR (II) CISCOS LIABILITY FOR FRAUDULENT MISREPRESENTATION OR IN THE
TORT OF DECEIT.b.
    
    ALL LIABILITY OF CISCO, ITS AFFILIATES,
OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS AND SUPPLIERS COLLECTIVELY
FOR CLAIMS ARISING UNDER THIS
EXHIBIT OR OTHERWISE HOWSOEVER
ARISING SHALL BE LIMITED TO THE
AMOUNT PAID BY INTEGRATOR TO CISCO
PURSUANT TO THE RELEVANT SOW
DURING THE TWELVE (12) MONTH PERIOD
PRECEDING THE EVENT OR
CIRCUMSTANCES FIRST GIVING RISE TO
SUCH LIABILITY. THIS LIMITATION OF
LIABILITY IS CUMULATIVE AND NOT PER-INCIDENT (I.E., THE EXISTENCE OF TWO
OR MORE CLAIMS WILL NOT ENLARGE
THIS LIMIT).c.
    
    SUBJECT TO THE EXCEPTIONS SET OUT
IN SECTION 10(a), OR INTEGRATORS
BREACH OF SECTION 11, IN NO EVENT
SHALL EITHER PARTY, ITS RESPECTIVE
AFFILIATES, OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS OR SUPPLIERS BE
LIABLE FOR ANY SPECIAL, INCIDENTAL,
INDIRECT OR CONSEQUENTIAL
DAMAGES, OR LOST REVENUE, LOST
PROFITS, LOST BUSINESS OPPORTUNITY,
OR LOST OR DAMAGED DATA, WHETHER
ARISING IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE, EVEN IF
SUCH PARTY HAS BEEN INFORMED OF
THE POSSIBILITY THEREOF.
 11.
    
    License. Nothing in any SOW shall amend the licenses provided with any Cisco hardware or
software products. Integrators and End Users intellectual property license rights provided
hereunder, if any, shall be as set forth in Appendix B. The provisions in
Appendix B apply only to those Transactional Advanced Services, Deliverables and
other Intellectual Property detailed in any SOW.
 a.
    
    If the Transactional Advanced Services are for Resale by Integrator to End User,
then:
 (i)
    
    Integrator hereby agrees to provide a copy of the terms and conditions in
Appendix B(or substantially similar terms and conditions) to End User and have
End User agree to be bound by such terms and conditions pursuant to a legally
enforceable written agreement. Integrator agrees that it will be liable to Cisco for
any breach of such terms and conditions by End User; and




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Page 5 of 7 (ii)
    
    Except as otherwise set forth in a separate written agreement with Cisco
or in an applicable SOW and subject to the terms and conditions herein, Cisco
hereby grants Integrator a limited, non-exclusive, non-transferable right
(without right to sublicense) to use, copy and distribute to End User: (i)
Software provided as a result of Transactional Advanced Services, if any,
(ii) the Deliverables specified in each SOW (in object code form if
Software), if any, and (iii) Data Collection Tools, if any, solely for the
purpose of fulfilling any Integrator obligations to End User as explicitly
set forth in an applicable SOW, if any.
 12.
    
    Ownership.As between Integrator and Cisco,
Cisco shall at all times retain all right, title and
interest in and to all pre-existing Intellectual
Property owned by Cisco as of the Amendment
Effective Date and all Intellectual Property in and to
the Transactional Advanced Services, Products,
Deliverables and Data Collection Tools or other
Intellectual Property provided or developed by
Cisco or a third party on Ciscos behalf thereafter.
As between Integrator and Cisco, Integrator shall
at all times retain all right, title and interest in and
to all pre-existing Intellectual Property owned by
Integrator as of the Amendment Effective Date and
all Intellectual Property that is developed by
Integrator or by a third party on Integrators behalf
thereafter without the benefit of any of Ciscos
Intellectual Property. Third party hardware and
software shall at all times be owned by the
applicable third party.13.
    
    Contracting with U.S. Federal Government.To the extent Transactional Advanced Services engagements relate to a U.S. Federal Government
contract, Ciscos Transactional Advanced Services offerings are commercial item as that
term is defined under FAR 2.101. Cisco offers and/or provides these services upon a
competitive basis and in substantial quantities in the commercial marketplace based upon
established market prices for specific tasks performed under standard commercial terms and
conditions.14.
    
    Survival.Sections 6 (Payment and Invoicing), 7
(Term and Termination), 9 (Warranty), 10
(Limitation of Liability and Consequential Damages
Waiver), 11 (License), 12 (Ownership), 14
(Survival) and the Glossary of Terms and License
Rights Appendices shall survive the termination or
expiration of this Exhibit.
 [Appendix A, Glossary of Terms and Appendix B, License Rights, Follows]




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Page 1 of 7 APPENDIX A
GLOSSARY OF TERMS
 Advanced Services http://www.cisco.com/go/servicedescriptions
 Affiliate jure de facto
 Deliverable(s)
 Intellectual Property
 Milestone
 Statement of Work or SOW
 Transactional Advanced Services




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Page 1 of 7 APPENDIX B
LICENSE RIGHTS
 a.
    
    Licensee shall mean either the End User (in the
case of Transactional Advanced Services intended
for Resale to End User) or Integrator (in the case of
Transactional Advanced Services sold to Integrator
for Integrators Internal Use).b.
    
    Cisco grants to Licensee a worldwide, non-exclusive
and non-transferable license to use for Licensees
internal business use only: (i) Software provided as a
result of Transactional Advanced Services, if any, (ii)
the Deliverables specified in each SOW (in object
code form if Software), if any, and (iii) Data
Collection Tools, if any. This license grant does not
include the right to sublicense.c.
    
    This license shall be governed by: (i) the terms and
conditions attached to the Software or in the
absence of such terms by the license posted at
http://www.cisco.com/en/US/products/prod warranties item09186a008025c927.html and (ii)
this Exhibit and the Agreement.d.
    
    Licensee agrees that it is licensed to use Software:
(1) only on Hardware; or (2) in the case of
Application Software, on third party hardware,
(except as otherwise authorized in the Software
Documentation); or (3) in the case of Data Collection
Tools, in object code form only, on the Data
Collection Tool on which such Software is provided.e.
    
    The license is perpetual, provided Licensee is not in
breach of this Exhibit. Notwithstanding the above,
the license for Data Collection Tools is valid until the
earlier of: (i) the expiration or termination of the
SOW under which the Data Collection Tool was
provided; or (ii) Ciscos request to Licensee that the
Data Collection Tool(s) be returned to Cisco.f.
    
    Except as expressly authorized, neither End User
nor Integrator shall (nor permit a third party to):
download more than one copy of the Software, copy,
in whole or in part, any Software, Deliverable or Data
Collection Tool, make error corrections or otherwise
modify, decompile, decrypt, reverse engineer,
disassemble or otherwise reduce all or any portion of
any Software, Deliverable or Data Collection Tool
which is software to human-readable form; or
transfer, sublicense, rent, lease, distribute, sell, or
create derivative works of any Deliverables. There
are no implied licenses and all rights not expressly
granted herein are reserved to Cisco.g.
    
    When Licensee updates or upgrades a copy of Software to a new release, Licensee shall not
use (except for a limited period of parallel testing) the new Software release and the corresponding
copy of the previous Software release concurrently. Under no circumstances shall the previous
release be reused or transferred to any other device(s).h.
    
    U.S. Government End User Purchasers.The Software and Documentation qualify as commercial
items, as that term is defined at Federal Acquisition Regulation (FAR) (48 C.F.R.) 2.101,
consisting of commercial computer software and commercial computer software documentation
as such terms are used in FAR 12.212. Consistent with FAR 12.212, FAR 52.227-19 Commercial
Computer SoftwareRestricted Rights and DoD FAR Supp. 227.7202-1 through 227.7202-4, and
notwithstanding any other FAR or other contractual clause to the contrary in any agreement
into which this Exhibit may be incorporated, Customer may provide to Government end user or,
if this Exhibit is direct, Government end user will acquire, the Software and Documentation
with only those rights set forth in this Exhibit. Use of either the Software or Documentation
or both constitutes agreement by the Government that the Software and Documentation are
commercial computer software and commercial computer software documentation, and
constitutes acceptance of the rights and restrictions herein.