Unified
Solution or Microsoft CRM.
(d) Distributor must not distribute Microsoft CRM in a stand-alone form.
(e) Distributor may distribute the Unified Solution only on CD-ROM(s) or other
tangible media, and not via the Internet; however, Distributor may distribute
service packs and updates via the Internet.
(f) Distributor's authorization to provide the Unified Solution and the United
Solution license provided to a Reseller does not include any license, right,
power or authority to cause the Unified Solution to become subject to any of the
terms of an Excluded License. For purposes of this PGA, an "Excluded License"
means any license that requires (A) disclosure of the source code of the Unified
Solution or the Microsoft CRM or (B) redistribution of the Unified Solution or
the Microsoft CRM at no charge.
3.0 OTHER OBLIGATIONS
3.1 Support. Avaya is responsible for providing End User support for the Unified
Solution, in accordance with the term and conditions of the Distributor Master
agreement.
3.2 Anti-piracy. Distributor will not knowingly engage in the manufacture, use
or distribution of counterfeit, pirated or illegal copies of Microsoft CRM or
the Unified Solution. Distributor agrees not to distribute any Unified Solution
to customers that are known to Distributor to engage in the use, manufacture,
distribution or transfer or counterfeit, pirated or illegal software.
Distributor will reasonably cooperate with Avaya in the investigation of
counterfeit, pirated or illegal copies of the Unified Solution. Distributor
agrees to report to Avaya, as soon as reasonably possible after it comes to
Distributor's attention, any suspected counterfeiting, piracy or other
infringement of copyright in the Unified Solutions, Unified Solutions' manuals
or marketing materials.
Distributor agrees that by executing this Product Group Attachment, it is bound
by the terms and conditions of the Distributor Master Terms and Conditions and
the terms and conditions contained in the Product Group Attachment which
Distributor has been authorized to sell.
IN WITNESS WHEREOF the parties have caused this Product Group Attachment to be
signed by their duly authorized representatives.
Avaya Inc.
Distributor
By:
By:
/s/ John Black
Typed Name:
Typed Name:
John Black
Title:
Title:
President Catalyst Telecom
Date:
Date:
(REDACTED)
AMENDMENT NO. 02
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 entered into Amendment No. 1, effective (REDACTED)
WHEREAS, also in accordance