LEVEL SUPPORT TO
END-USER CUSTOMERS AND ALL END-USER CUSTOMERS' QUESTIONS SHALL BE DIRECTED TO
AND ADDRESSED BY PARTNER.
PARTNER SHALL KEEP FVC INFORMED AS TO PROBLEMS
ENCOUNTERED AND RESOLUTIONS PROPOSED AND SHALL COMMUNICATE PROMPTLY TO FVC ANY
AND ALL MODIFICATIONS, DESIGN CHANGES OR IMPROVEMENTS TO THE PRODUCT SUGGESTED
BY ANY END USER, OR ANY EMPLOYEE OR AGENT OF PARTNER.
PARTNER FURTHER AGREES
THAT SUCH INFORMATION SHALL BE DEEMED FVC'S CONFIDENTIAL INFORMATION AS GOVERNED
UNDER THIS AGREEMENT.
FIRST AND SECOND LEVEL SUPPORT IS GENERALLY DEFINED AS
SUPPORT-RELATED QUESTIONS THAT CAN BE ANSWERED BY SIMPLY READING FVC PRODUCT
MANUALS, "READ ME" DOCUMENTS, TECHNICAL SUPPORT WEB PAGE AND/OR BY FOLLOWING
LOGICAL DEBUGGING PROCEDURES.
PARTNER MAY REQUEST THIRD LEVEL (MORE COMPLEX)
SUPPORT ASSISTANCE FROM FVC'S TECHNICAL SERVICE REPRESENTATIVES BY TELEPHONE
AND/OR E-MAIL.
THESE REPRESENTATIVES ARE AVAILABLE DURING FVC'S NORMAL BUSINESS
HOURS (8:00 AM - 8:00 PM PT) FOR REASONABLE CONSULTATION WITH RESPECT TO THE USE
OF THE PRODUCTS.
ONLY PARTNER'S PERSONNEL WHO HAVE BEEN SPECIFICALLY AUTHORIZED
BY FVC WILL REQUEST SUCH THIRD LEVEL SUPPORT ASSISTANCE.
5.6
PARTNER AGREES TO SEND, AT PARTNER'S SOLE EXPENSE, APPROPRIATE
PERSONNEL TO THE PRODUCT TECHNICAL AND SALES TRAINING OFFERED BY FVC, IN ORDER
TO DEVELOP SUCH PERSONNEL'S ABILITY TO PROVIDE PRE-SALES SUPPORT AS WELL AS
FIRST AND SECOND LEVEL POST-SALES SUPPORT ON FVC PRODUCTS TO END-USER CUSTOMERS.
5.7
If not already in place, Partner will establish
access to Internet e-mail and the Worldwide Web to facilitate communications
regarding technical and sales information and support.
VI - Effective July 2001
PARTNER AGREEMENT
6
6.0
OBLIGATIONS FOR THE TERM.
Partner and FVC agree to fulfill the following obligations during the Term:
6.1
Minimum Purchase
Commitment.
Partner agrees to sell and support
the complete line of FVC's rich media web conferencing products and services.
Partner shall purchase from FVC a minimum purchase amount as set forth on
Exhibit A (the "Minimum Purchase Commitment").
If Partner fails to meet this
Minimum Purchase Commitment, then FVC shall notify Partner, in writing, of such
failure (a "Failure Notice") and Partner shall have [...***...] to purchase Products
from FVC in order to meet such Minimum Purchase Commitment.
If Partner fails to
meet such Minimum Purchase Commitment in such [...***...] period then FVC shall have
the right to renegotiation the terms and conditions of this Agreement. Partner
agrees that [...***...] is made in accordance with [...***...].
6.2
PARTNER SHALL PURCHASE FROM FVC A SUFFICIENT LEVEL OF PRODUCTS IN
ORDER TO DEMONSTRATE, TEST, PROTOTYPE AND TRAIN STAFF.
PARTNER SHALL ALSO
DEVELOP AND MAINTAIN SUFFICIENT KNOWLEDGE OF THE INDUSTRY, THE PRODUCTS, THE
SOFTWARE, COMPLEMENTARY PRODUCT OFFERINGS, AND COMPETITIVE OFFERINGS (INCLUDING
SPECIFICATIONS, FEATURES, AND FUNCTIONS) SO AS TO BE ABLE TO DEMONSTRATE,
DIFFERENTIATE AND SUPPORT THE PRODUCTS TO END-USER CUSTOMERS.
PARTNER SHALL, AT
FVC'S REQUEST, TAKE AN ACTIVE PART IN ANY OF FVC'S SALES PROGRAMS AND MARKETING
CAMPAIGNS.
6.3
DESIGNATED REPRESENTATIVES OF PARTNER AND FVC SHALL MEET ON A
MONTHLY BASIS TO DISCUSS SALES OF FVC PRODUCTS, SUCH DISCUSSIONS SHALL INCLUDE
POINT OF SALE (POS) INFORMATION BY REGION INTO