7.1 of this Agreement may result in Promethean's
determination, in its sole discretion, that the Business Partner has failed to
meet the requirements set forth in Section 5.2.
5.4 Reporting Obligations With Respect to Underperformance. In the event of a
removal of a certain region from Schedule 2.1 in accordance with Section 5.3
above, the Business Partner shall provide Promethean with all necessary
information concerning outstanding or prospective orders by such Customers which
Promethean may wish to meet.
5.5 Non-Solicitation of Certain Enterprise Accounts. The Business Partner
understands and agrees that Promethean has identified certain schools and/or
school districts as Enterprise Accounts in the Territory. Promethean may, in its
sole discretion assign one or more Enterprise Accounts to a particular business
partner as Promethean's preferred reseller in those Enterprise Accounts.
Business Partner agrees during the Term of this Agreement not to solicit (with
respect to Promethean Products) those Enterprise Accounts in the Territory which
have been specifically assigned by Promethean to another business partner
without the express written permission of Promethean's Vice President of Sales,
North America. A complete list of Enterprise Accounts in the Territory can be
obtained from Promethean's Vice President of Enterprise Sales upon request.
5.6 Enterprise Accounts. If an Enterprise Account is included in Business
Partner's Territory and Promethean becomes aware of issues, deficiencies, or
problems with how the Business Partner is servicing that Enterprise Account,
Promethean will immediately notify the Business Partner in writing of such
concerns. Within ten (10) days of such notice, Promethean and the Business
Partner will jointly agree in writing to a Performance Improvement Plan ("PIP")
the terms of which shall ultimately be within Promethean's sole discretion. The
PIP shall provide specific, measurable goals that must be achieved by the
Business Partner over a period of time to be specified of between thirty (30)
and ninety (90) days depending on the PIP. Should the Business Partner fail to
achieve the PIP to the satisfaction of Promethean within that period, then
Promethean shall have the right, in its discretion and without any compensation
to the Business Partner, to remove that Enterprise Account from the Business
Partner's Territory temporarily or permanently or modify the terms of any
existing teaming agreement, and market, sell and distribute Products directly to
any Enterprise Account. In the event that Promethean desires the Business
Partner's assistance with the handling of an Enterprise Account, Promethean and
Business Partner shall execute a separate written support agreement in form and
substance acceptable to Promethean.
6. PURCHASES, PAYMENTS AND RETURNS.
6.1 Purchase Orders. All Product orders shall be submitted through the PPS
(Promethean's Partner System)
and processed in accordance with Promethean's Web Order Entry Terms and
Conditions of Sale which can be found in the PPS (to the extent that there is
any conflict between the provisions of Promethean's Web Order Entry Terms
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Business Partner
DD
Promethean
LW Revised 2/2011
CONFIDENTIAL
Page 4
EDUCATION BUSINESS PARTNER AGREEMENT
and Conditions of Sale and this Agreement, the provision of this Agreement