Exhibit 10.2
IN ACCORDANCE WITH ITEM 601(b) OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION
(THE "CONFIDENTIAL INFORMATION") HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT
IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF
PUBLICLY DISCLOSED. THE CONFIDENTIAL INFORMATION IS DENOTED HEREIN BY [*****].
ZEBRA® PARTNERCONNECT PROGRAM
ADDENDUM TO
ZEBRA® PARTNERCONNECT DISTRIBUTOR AGREEMENT
THIS ADDENDUM ("Addendum") is made on the 4th day of February 2019 ("Effective
Date") between the following parties:
Zebra Technologies International, LLC, with an office at 3 Overlook Point,
Lincolnshire IL 60069 ("Zebra");
Zebra Technologies do Brasil - Comércio de Produtos de Informåtica Ltda., a
company incorporated and organized under the laws of Brazil, with offices at Av.
Magalhäes de Castro, 4800, sala 72-A, Cidade Jardim, CEP 05676-120, Säo Paulo,
sp ("Zebra Brazil")
Xplore Technologies Corporation of America, a company with its principal place
of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A.
("Xplore");
(collectively "Zebra")
AND
ScanSource, Inc., a company incorporated in South Carolina, with its registered
office at 6 Logue Court, Greenville, South Carolina 29615 ("ScanSource").
ScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida,
whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172
("ScanSource Latin America")
ScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate
incorporated and organized under the laws of Brazil, with offices in the City of
Säo José dos Pinhais, State of Paranå, at Avenida Rui Barbosa, 2529, Modulos 11
and 12, Bairro Jardim Ipé, CEP: 83055-320, enrolled with the Taxpayer Register
(CNPJ/MF) under No. 05.607.657/0001-35 ("ScanSource Brazil")
SCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in
Mexico, whose registered business address is Calle 4 No. 298, Colonia
Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de México
53370 ("ScanSource Mexico")
(Collectively "Distributor')
"Zebra" and the "Distributor" are referred to collectively as 'Parties" and
individually as a "Party".
WHEREAS:
(A)
On February 12, 2014 the Parties entered into an agreement that was renamed, as
of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended)
("Distribution Agreement"), which relates to Zebra Enterprise Visibility and
Mobility ('EVM") products and services, and which, as acknowledged by the
Parties by entering into this Amendment, is in full force and effect and valid
as when this Amendment is executed;
(B)
Distributor purchases Products from Zebra under the Distributor Agreement;
(C)
Zebra has recently completed the acquisition of Xplore, which transaction closed
on August 14, 2018;
(D)
Zebra has expanded its products portfolio by adding the product families listed
in Exhibit A, that as of the Effective Date hereof are branded Xplore or Motion
Computing, thereto ("Xplore Products");
(E)
Xplore, now a Zebra Affiliate, is the seller of Xplore Products;
(F)
Xplore wishes to sell Xplore Products to Distributor and Distributor wishes to
purchase such products from Xplore pursuant to the terms and conditions of the
Distributor Agreement by entering into this Addendum; and
(G)
The Parties desire to amend the Distributor Agreement by adding Xplore Products
and authorizing