Vendor. Any
other Ingram Micro Affiliate outside of the United States or Canada that elects
to distribute Products in its local region will determine if it will purchase
Products from Ingram Micro in accordance with this section or purchase Products
directly from Vendor's affiliate, Websense International Limited ("Vendor's
Affiliate"). If the Affiliate chooses to purchase Products directly from either
Vendor or Vendor's Affiliate, the Affiliate and Vendor (or Vendor's Affiliate)
shall enter into a separate agreement governing the terms of such purchases.
2.
TERM
The initial term of this Agreement is one (1) year from the Effective Date.
Unless terminated as set forth in Section 11.20 below, this Agreement will
automatically renew for successive one (1) year terms unless either party
provides written notice of termination no less than thirty (30) days prior to
the anniversary date.
3.
PRODUCT AVAILABILITY, INFORMATION,
MARKETING SUPPORT & REPORTING
3.1
Product Availability.
Vendor shall provide
Ingram Micro with new Product development and Product revisions information
prior to notification of new Product announcements or introductions. Vendor
shall use commercially reasonable efforts to notify Ingram Micro of new Product
or Product revisions introduction at least thirty (30) days prior to marketplace
introduction, but under no circumstances will Vendor notify Ingram Micro of any
new Product or Product revisions later than Vendor's other distributors or
resellers, and shall make such Product available for distribution by Ingram
Micro no later than the date it is first offered for general sale in the
marketplace.
3.2
Information.
Vendor agrees to provide the
following information to Ingram Micro:
*** Confidential material redacted and submitted separately to the Commission
1
(A)
DATA, IMAGES, PHOTOS, LOGOS, AND OTHER VARIETIES OF
INFORMATION REGARDING VENDOR'S PRODUCTS AND SERVICES PROVIDED BY VENDOR TO
INGRAM MICRO (COLLECTIVELY "INFORMATION") SOLELY FOR DISTRIBUTION OR USE BY
INGRAM MICRO THROUGH ITS CATALOG, THE WORLD WIDE WEB (INTERNET), INTRANET, FAX,
CD-ROM, FLOPPY DISK, BROADCAST, E-MAIL, AND OTHER ELECTRONIC OR PRINTED MEDIA
("ELECTRONIC RESOURCES").
VENDOR HEREBY GRANTS INGRAM MICRO A ROYALTY-FREE,
NON-EXCLUSIVE WORLDWIDE LICENSE TO MARKET, SUB-LICENSE, DISTRIBUTE, DISPLAY,
PERFORM, TRANSMIT AND PROMOTE THE INFORMATION IN FURTHERANCE OF THIS AGREEMENT
THROUGH THE ELECTRONIC RESOURCES, PROVIDED INGRAM MICRO COMPLIES WITH VENDOR'S
GUIDELINES FOR USE OF THE INFORMATION.
VENDOR AGREES THAT IT IS BOTH NECESSARY
AND OF MUTUAL BENEFIT TO THE PARTIES THAT THE INFORMATION BE AS CURRENT AND
ERROR-FREE AS IS COMMERCIALLY FEASIBLE. VENDOR AGREES TO UPDATE THE INFORMATION
REGULARLY. BOTH PARTIES AGREE THAT THE ELECTRONIC RESOURCES AND INFORMATION
CONTAINED THEREIN WILL BE MADE AVAILABLE TO USERS REGISTERED WITH INGRAM MICRO.
INFORMATION MAY ALSO BE MADE AVAILABLE TO INGRAM MICRO CUSTOMERS, NON-REGISTERED
USERS, OR OTHER ENTITIES OR PERSONS TRANSACTING BUSINESS WITH INGRAM MICRO.
INGRAM MICRO SHALL NOT BE REQUIRED TO SCREEN, EDIT, OR MONITOR INFORMATION PRIOR
TO ITS DISTRIBUTION BY ELECTRONIC RESOURCES, BUT MAY DO SO AT ITS DISCRETION SO
LONG AS IT COMPLIES WITH VENDOR'S GUIDELINES FOR USE OF THE INFORMATION.
(B)
PUBLIC INFORMATION REASONABLY REQUESTED BY INGRAM MICRO FROM
TIME TO TIME FOR THE PURPOSE OF ASSESSING VENDOR'S FINANCIAL