of
the Agreement shall continue in full force and effect. In the event of any
inconsistency or conflict between the Agreement and this Amendment, the terms,
conditions and provisions of this Amendment shall govern and control. The
Agreement, together with its Attachments, Exhibits and Amendments thereto, and
this Amendment, shall constitute the complete and exclusive statement of the
Agreement between the parties and supersedes all prior agreement with respect to
the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their duly authorized representatives.
Avaya Inc.
ScanSource, Inc., d.b.a. Catalyst Telecom
By:
/s/ Kevin P. Cook
By:
/s/ John Black
Name:
Kevin P. Cook
Name:
John Black
Title:
AGS-VP Worldwide Sales & Channels
Title:
President Catalyst Telecom
Date:
(REDACTED)
Date:
(REDACTED)
Attachment A
Authorized Services
•
Avaya Voice Maintenance Services for
•
DEFINITY®/MultiVantageTM
•
Communications Applications Solutions
•
Unified Communications
•
PARTNER®/MAGIX ®
•
Avaya IP Office Maintenance Services for:
•
IP Office Products
•
Avaya Network Consulting Services
•
Avaya Implementation/Installation Services for:
•
DEFINITY®/MultiVantageTM
•
Communications Applications Solutions
•
Unified Communications
•
IP Office Products
•
PARTNER®/MAGIX ®
Attachment B
Discount and Price Schedule
(REDACTED)
AMENDMENDMENT NO. 01
TO
DISTRIBUTION AGREEMENT BETWEEN AVAYA INC. AND
SCANSOURCE, INC., d.b.a. CATALYST TELECOM
MASTER TERMS AND CONDITIONS
This Amendment dated (REDACTED) (the "Effective Date"), is entered into by and
between Avaya Inc. ("Avaya"), a Delaware corporation, with offices at 211 Mt.
Airy Road, Basking Ridge, NJ 07920, and ScanSource, Inc., d.b.a. Catalyst
Telecom, its subsidiaries and affiliates, including without limitation Channel
Max and Outsourcing Unlimited, Inc. ("Distributor"), a South Carolina
corporation, with its principal place of business at 6 Logue Court, Suite G,
Greenville, SC 29615
WHEREAS, Avaya and Distributor entered into a Distribution Agreement effective
(REDACTED) (the "Agreement");
WHEREAS, the parties entered into a Distributor Product Group Attachment For
Services effective (REDACTED) (the "Distributor PGA")
WHEREAS, in accordance with the terms set forth in Section 30.1 of the
Agreement, the parties now wish to amend the Agreement to authorize Distributor
to offer certain Avaya service offerings to authorized Avaya Resellers on a
commission basis as further described in this Amendment.
NOW THEREFORE, in consideration of the terms and conditions stated in the
Agreement and such other valuable consideration, the parties agree as follows:
1. PURPOSE.
This Amendment sets forth the terms and conditions governing Distributor's
commitment to assist Avaya in increasing its voice maintenance Services revenue
and Distributor's entitlement to commission payments therefor.
2. DISTRIBUTOR AUTHORIZATION
2.1 Authorization. Avaya hereby authorizes Distributor to engage Avaya
authorized Services Resellers, for such Resellers to offer or market certain
Avaya voice Maintenance Services, as set forth in Attachment A hereto, to End
Users for purchase by End Users directly from Avaya ("Channel Services").
2.2 Limitations. Distributor authorization as set forth in Section 2.1 of this
Amendment is limited solely to those Avaya authorized Services Resellers who
have executed, and are currently a party to, either (1) a Reseller Product Group
Attachment