Partner Charter

Indirect Resellers

November, 2009

Alcatel-Lucent All Rights Reserved © Alcatel-Lucent 2009

 Purpose
Alcatel-Lucent Enterprise (hereinafter referred to as "A-LE") has set up a selective distribution network on the basis of
objective and qualitative criteria, for the distribution of A-LE telecommunication products. The indirect part of its
selective distribution network is based upon Value-added distributors (the “Value-Added Distributors”), selling A-LE
products to indirect resellers, which in turn sell such products directly to End-Users (the "End-Users"). Distribution of A-
LE products is subject to the compliance by the distributing entity with certain requirements (hereinafter referred to
as "Accreditation" and/or "Specialization") as detailed in Alcatel-Lucent Converged Partner Program (hereinafter
referred to as "CPP").

The purpose of this document (hereinafter referred to as the "Indirect Partner Charter") is to set the framework
governing the rights and obligations of the undersigned company as an A-LE’ indirect reseller in A-LE’ selective
distribution network (herein the "Indirect Reseller").

General Terms
Indirect Reseller will sell the A-LE products as listed in the attachment hereto (hereinafter referred to as the
"Products"), to End-Users in a direct business model within a direct sales relationship with the End-Users and
prospective customers. This includes, but is not limited to, commercial and sales relationships, pre-sales support,
consulting, installation, and post sales support. Sales of Products to third parties other than End-Users or duly
accredited A-LE Business Partners are not authorized. Value-Added Distributors from which Indirect Reseller will
purchase the Products will be chosen by Indirect Reseller amongst duly accredited A-LE Value-Added Distributors.
Indirect Reseller must comply with all the Accreditation or Specialization requirements defined in the CPP guide for A-
LE indirect resellers made available in English language to Indirect Reseller (herein the “Program Guide”) for the
targeted Accreditation level or the targeted Specializations such as, but not limited to:
- Proper lab and demo equipment
- Staff Certification
- Service Capabilities
- Business engagements
Indirect Reseller must also comply with certain specific terms and conditions related inter alia to A-LE trademarks, A-
LE intellectual property, export control regulations, and business ethics, as set forth in a separate document made
available to Indirect Reseller (hereinafter referred to as the "Legal Package"). Indirect Reseller acknowledges having
read, understood and agreed to the terms of the Legal Package. A-LE may change the terms and conditions of the Legal
Package as it deems reasonably necessary and will notify such changes on the Alcatel-Lucent Business Partner web site
(herein referred to as the “ABPWS”).

Indirect Reseller Accreditation or Specialization

Indirect Reseller is granted a maximum of nine (9) months following the signature of this Indirect Partner Charter to
successfully fulfil the Accreditation or Specialization requirements. Those requirements are defined in the Program
Guide. Indirect Reseller acknowledges having read, understood and agreed to the terms of the Program Guide.

A-LE may change the Program Guide as it reasonably deems necessary and will notify Indirect Reseller of such changes.
Publishing of such Program Guide on the ABPWS will be considered as sufficient notice. Indirect Reseller will be granted
a maximum of six (6) months following the publication of such new Program Guide to comply.

Once Accredited or Specialized, Indirect Reseller will have access to the rights associated with the particular
Accreditation or Specialization, as described in the Program Guide. In the event Indirect Reseller receives rights which
it is not entitled to receive (for example in the event Indirect Reseller does not comply with the Accreditation
requirements), A-LE reserves the right to withdraw such rights and as applicable require Indirect Reseller to refund any
corresponding financial benefits.

A-LE reserves the right to audit Indirect Reseller upon a fifteen (15) day prior written notice in order to verify Indirect
Reseller’s compliance with the particular requirements associated with its Accreditation level or Specialization. Audits
may be performed either by A-LE or by any independent third party contractor designated by A-LE and may be
performed on-site. Indirect Reseller agrees to provide all the information requested by the auditors, including but not
limited to, providing accurate responses to questions from the auditor, appropriate documentation, personnel
employment status, personnel training status and personnel certification status (e.g. ACFE), subject to legally
applicable restrictions.

All Rights Reserved © Alcatel-Lucent 2009 Page 2

 Accreditation Incentive program

When set forth in the Program Guide, an Accreditation Incentive Program applies in order to encourage A-LE’s Indirect
Resellers obtaining, maintaining or improving their Accreditation level. The Accreditation Incentive Program is an
annual program offered to all Indirect Resellers purchasing from Value-Added Distributors duly accredited by A-LE, and
starting on the date specified on the ABPWS. When the program is applicable according to the Program Guide, it ends
at the end of the calendar year and may be extended for the next year by A-LE at A-LE’s discretion. Indirect Reseller
can benefit from the Accreditation Incentive Program subject to the compliance by Indirect Reseller with the
conditions detailed below.

Under this program, Indirect Reseller will accrue fees (the “Fees”) in consideration of the fulfilment of its
Specialization and Accreditation according to the Program Guide. The Fees shall accrue on a monthly basis, and shall
be the result of the application of a percentage on the monthly revenue (the “Monthly Revenue”) for the Products
covered by the achieved Specializations as defined in the Program Guide and declared by Value-Added Distributor to A-
LE through the monthly POS report uploaded on the ABPWS.

The Monthly Revenue is defined as the actual amount in euro of purchases of Products, invoiced by the undersigned
Value-Added Distributor to the Indirect Reseller during each calendar month, VAT excluded. The percentage used to
calculate the Fees will depend on the level of Specialization duly obtained or maintained by Indirect Reseller at the
time of accrual period (Standard or Advanced) and will be mentioned in the Program Guide.

The Fees which could be claimed by Indirect Reseller to the Value-Added Distributor will be mentioned on the ABPWS.
Benefiting from the Fees shall require the complete fulfilment by Indirect Reseller of its own payment obligations
towards Value-Added Distributor.

During the validity of the Accreditation Incentive Program, A-LE will, on a quarterly basis, issue a credit-note to the
Value-Added Distributor, which will include the total amount of the Fees accrued for Indirect Reseller over the quarter,
and calculated on the basis of the Monthly Revenue for the Products covered by the achieved Specializations for
Indirect Reseller, and declared by the undersigned Value-Added Distributor to A-LE through the monthly POS report.

By signing this Indirect Partner Charter, the Value-Added Distributor undertakes to pay the amount of Fees, either by
credit-note or by other means of payment to the Indirect Reseller, within a reasonable period of time after receiving
the funds from A-LE (1 or 2 months or according to a common agreement with the Indirect Reseller), and shall in doing
so clearly indicate to the Indirect Reseller that the amount is credited or paid as part of the A-LE Incentive Program.
If the Value-Added Distributor fails to provide A-LE with a monthly POS report, or fails to pay the Fees to the Indirect
Reseller as per the terms above, assuming A-LE has issued the right credit note to the undersigned Value-Added
Distributor as per the terms above, A-LE shall not be held responsible or liable to Indirect Reseller, and Indirect
Reseller shall claim the payment of such Fees only from the undersigned Value-Added Distributor.

Notices
All notices under this Indirect Partner Charter shall be issued in writing and shall be delivered to the following
addresses:
to the Indirect Reseller: to A-LE:
______________________________________________________ Alcatel-Lucent Enterprise
______________________________________________________ Partner Program Operations
______________________________________________________ 1 route du Dr Schweitzer
______________________________________________________ 67408 ILLKIRCH Cedex
______________________________________________________ France
______________________________________________________

Liability
A-LE will not be liable for any direct, indirect, incidental, special, or consequential damages including, but not limited
to, loss of profit, revenue or business opportunity due to Accreditation, non-Accreditation, or non renewal of the
Accreditation or termination of this Indirect Partner Charter for whatever reason. In any event, Indirect Reseller shall
not be entitled to any compensation for loss of anticipated profits or overheads caused by the withdrawal of the
Accreditation or the termination of this Indirect Partner Charter for whatever reason.

All Rights Reserved © Alcatel-Lucent 2009 Page 3

 Termination
In case Indirect Reseller becomes aware that it is no longer compliant with any of the Accreditation requirements,
Indirect Reseller will notify A-LE no later than thirty (30) days after becoming aware of its non compliance. Upon
receipt of such notice A-LE may provide a thirty (30) day period or any other grace period to Indirect Reseller to cure
the default. Failure to inform A-LE within the period here above mentioned will void any right to benefit from a grace
period.

If Indirect Reseller breaches any of the provisions of this Indirect Partner Charter and/or the Legal Package, and/or the
Program Guide, A-LE may terminate this Indirect Partner Charter, the Accreditation and the Specialization immediately
by written notice.

If the breach is capable of cure, A-LE may however grant Indirect Reseller a written notice to cure the breach within
thirty (30) days or another specific grace period. If A-LE gives such notice and the breach is not cured within the grace
period, then this Indirect Partner Charter, the Accreditation and the Specialization shall immediately terminate by the
end of such grace period without prejudice to any other rights A-LE may have due to such Indirect Reseller’s breach.

In case of termination or expiration of this Indirect Partner Charter, the Accreditation and/or the Specialization,
Indirect Reseller shall immediately (i) stop to purchase the Products, (ii) stop to distribute such Products (except its
current stock), (iii) destroy, or return to A-LE all commercial and technical information related to the Products or to
the distributorship network, and (iv) cease to use any of the A-LE trademarks or any of A-LE’s intellectual property
rights licensed by A-LE under this Indirect Partner Charter, the ABPWS, the Accreditation and/or the Specialization.
Termination or expiration of this Indirect Partner Charter immediately entails the termination of the then current
Accreditation and/or Specialization, even if such Accreditation and/or Specialization has been granted for a period
expiring after the date of termination of this Indirect Partner Charter.

Intellectual Property Rights

When distributing software Products to End-Users, Indirect Reseller shall use software license terms substantially
equivalent or similar to those made available by A-LE on the ABPWS, as referred to in the Legal Package.

As long as Indirect Reseller’s Accreditation is in force, Indirect Reseller is entitled to use A-LE' trademarks solely for
the sale and/or promotion of the Products from its place of establishment located in the territory as mentioned in the
Country/Territory field of the attached form. Such use shall be in accordance with the terms and conditions set forth
in the Legal Package. This authorization is non-exclusive, non-transferable and grants the Indirect Reseller no rights to
the A-LE trademarks.
Term
Unless prior terminated according to section “Termination” above, this Indirect Partner Charter is valid from either the
date of its signature or on January 1st 2010 whichever is latest, until the end of the year it was signed. Thereafter, this
Indirect Partner Charter will be renewed on a yearly basis for terms of one (1) year each, unless terminated by either
A-LE or Indirect Reseller with a three (3) month prior written notice to the other party before the end of the current
term.

When granted, Accreditation is valid for a calendar year period, unless terminated according to the terms of this
Indirect Partner Charter. Renewal of Accreditation will be made at the end of each calendar year provided Indirect
Reseller complies with the corresponding requirements. A grace period may be granted by A-LE to Indirect Reseller in
case of failure to comply with any of the Accreditation or Specialization criteria at the renewal date. Unless Indirect
Reseller complies with the Accreditation or Specialization requirements within this grace period, the Accreditation or
Specialization shall be lost and this Indirect Partner Charter may be terminated by A-LE according to the section
“Termination” above.
Applicable law - Disputes
The Indirect Partner Charter shall be governed by, and construed in accordance with, the laws of France, without
giving effect to its conflicts of laws principles. All disputes between the Parties, arising from or in connection with this
Indirect Partner Charter, which cannot be settled amicably shall be finally settled under the Rules of Arbitration and
Conciliation of the International Chamber of Commerce by three (3) arbitrators appointed in accordance with said
Rules. The arbitration shall take place in Paris, France and shall be conducted in English.

All Rights Reserved © Alcatel-Lucent 2009 Page 4

 Signature
Indirect Reseller accepts the Indirect Partner Charter terms and conditions, including the Legal Package. This Indirect
Partner Charter includes attachment 1 (Indirect Reseller Details) and attachment 2 (Business Plan) which must be
filled-in by Indirect Reseller before signing.

For the Indirect Reseller

Indirect Reseller stamp
Date:
Signed by:
Title:
Address:
Signature:

For the Value-Added Distributor

Value-Added Distributor stamp

Date:
Signed by:
Title:
Address:
Signature:
CRD Id:

The Indirect Reseller should return this Indirect Partner Charter duly filled-in and signed to its Value-Added Distributor. The Value-
Added Distributor shall then sign this Indirect Partner Charter and return it to the relevant A-LE channel manager.

All Rights Reserved © Alcatel-Lucent 2009 Page 5

 Attachment 1. Indirect Reseller Details
Indirect Reseller’s company:
Name: Address:

Zip code: City:

Country: Phone :
Sales territory: Fax:
Place of registration: Web site:
Registration Nr: VAT Nr (for EU countries) :
Indirect Reseller’s Main Contacts:
Indirect Reseller’s Company Manager Indirect Reseller’s Marketing Manager
Last name: Last name:
First name: First name:
Phone: Phone:
Fax: Fax:
email: email:
By checking this box the Company Manager accepts to be the Alcatel-Lucent Enterprise Prime By checking this box the Marketing Manager accepts to be the Alcatel-Lucent Business
Contact Partner Web Site Contacts Manager
If not, please designate someone else: If not, please designate someone else:
Indirect Reseller’s Technical Manager Indirect Reseller’s Sales Manager
Last name: Last name:
First name: First name:
Phone: Phone:
Fax: Fax:
email: email:
By checking this box the Technical Manager accepts to be the Alcatel-Lucent Enterprise
Certification Supervisor
If not, please designate someone else:

All Rights Reserved © Alcatel-Lucent 2009 Page 6

 Attachment 2. Business Plan
Targeted Total year
Indirect Reseller Business plan Specializations (*) Kcurrency

Office Communications Solutions for SMBs (Incl. Handsets, Management, Mobility & Voicemail apps.)
IP Telephony &

OmniPCX Enterprise Business & Corporate, BiCS (Incl. Handsets, Management, Mobility & Voicemail apps.)
Applications

IP Telephony Total
OmniTouch Contact Centers
OmniTouch Unified Communications
Applications Total

TOTAL
Networks
Data

Data Networking (Incl. 6200, 6400, 6850, 9000, Wlan, WAN ...)

TOTAL

VPN Firewall Brick

products
Security

Other Security products (Incl. OmniAccess Safeguard, Fortigate, Cybergatekeeper, OmniAccess Guardian,
Quarantine manager)

TOTAL
management

VitalSuite Performance Management Software

Network

VitalQIP IP Address Management

TOTAL
Business plan TOTAL
(*) Indirect Reseller should indicate by ticking the field which Product line it is interested to sell, and as much as possible the level of business Indirect Reseller is expecting

All Rights Reserved © Alcatel-Lucent 2009 Page 7

 www.alcatel-lucent.com

Alcatel-Lucent All Rights Reserved © Alcatel-Lucent 2009