CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS
BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED
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PARTNER HOSTED CLOUD SERVICES AMENDMENT
TO
DISTRIBUTOR AGREEMENT
CONTRACT NUMBER: AVDIST-021001
This Partner Hosted Cloud Services Amendment (the "Amendment") is made by and
between Avaya Inc. ("Avaya") and ScanSource, Inc. dba ScanSource Catalyst
("Distributor") and is effective on the date that the last party below signs it
("Amendment Effective Date").
WHEREAS:
(A)
Avaya and Distributor are parties to a certain Distributor Agreement,
contract number AVDIST1-021001, effective August 16, 2002 as amended (the
"Agreement");
(B)
This Amendment will supersede and replace the Distributor Hosted IP
Office Interim Addendum to the Agreement executed between the parties with an
effective date of October 20, 2014.
(C)
Avaya and Distributor desire to implement and, where applicable, modify
the terms and conditions of the Agreement, pursuant to which Distributor may
purchase from Avaya, on a subscription basis, certain Software licenses and
related Maintenance Services in order to provide Distributor's Cloud Services to
one or more Resellers in the Territory using Cloud Software located and hosted
primarily in Distributor or its subcontractor's data center for further resale
of such Cloud Services by Resellers to Cloud End Users located in the Reseller's
authorized territory or for Reseller's own internal use, as described in more
detail in this Amendment;
(D)
The Agreement is incorporated in this Amendment by reference, except
where specifically stated to the contrary. NOW THEREFORE, Avaya and Distributor
agree as follows:
1.DEFINITIONS AND INTERPRETATION
1.1.
Definitions. Capitalized terms not defined in this Amendment will have
the meanings given them in the Agreement. Any definitions included in this
Amendment apply solely for purposes of this Amendment. The following terms will
have the meanings assigned to them below:
1.1.1.
"Avaya Aura Call Center Elite System" means Avaya's proprietary
Communication Manager Software licensed as a separate option for the incoming
voice call centers.
1.1.2.
"Channel Policies" means all the Avaya policies and programs
applicable to Distributor or Resellers and available on Avaya Partner Portal
( or successor site), as amended by Avaya from
time to time at Avaya's discretion upon prior written notice to Distributor.
1.1.3.
"Cloud" means a delivery model of communication solutions, located
primarily in Distributor's or its subcontractor's data center, which are made
available to one or more Resellers remotely on a subscription basis .
1.1.4.
"Cloud End User" means an End User purchasing Cloud Services from
Reseller solely for End User's internal business use and not for resale,
sublease or sublicense.
1.1.5.
"Cloud Fee" means a recurring subscription-based fee payable by
Distributor to Avaya for a time-bound license to the Cloud Software and related
Maintenance Services provided under this Amendment as described in more detail
in this Amendment and/or the Cloud Offer Definition.
1.1.6.
"Cloud Offer Definition" means: (i) any Avaya offer definition
document for Cloud Software then current as of the date of Avaya's acceptance