Master Partner Agreement – Tech Data Corp. and Hewlett-Packard Co.

Sign Date:

July 26, 2011

Sign Date:

July 28, 2011

AGREED TO:

AGREED TO:

Name:

Joe Quaglia

Name:

Roy A. Davis

Title:

SVP, US Marketing

Title:

Americas Partner Contracts Organization

/s/ Joe Quaglia

/s/ Roy A. Davis

Authorized Representative Signature

Authorized Representative Signature

Name:

Tech Data Product Management, Inc.

Name:

Hewlett-Packard Company

Address:

5350 Tech Data Drive

Address:

10955 Tantau Ave

Clearwater, FL 33760

Bldg 45SI; M/S 4381

Cupertino, CA 95014

1.

DEFINITIONS

a.

“Addendum” or “Addenda” means document(s) attached to, or
incorporated by reference into the Agreement at any time during the life of the
Agreement that set(s) forth additional descriptions and requirements of
particular partner relationships, HP partner program offerings and Product
offerings (“Product Exhibits”).

b.

“Affiliate” means it is not a direct or indirect Subsidiary and that
you own directly or indirectly less than 50% of the outstanding voting
securities or ownership interest, of the affiliate company.

c.

“Customer(s)” means the party who has submitted or is likely to
submit a formal request to purchase from or through you for its own internal use
only. You, your parent company, or any entity effectively controlled by your
parent cannot be a Customer under this Agreement.

d.

“HP Authorized Partner” means a channel partner that has a valid
partner agreement with HP, meets and accepts HP partner program requirements
and/or fulfills the HP requirements as specified on the HP Partner Portal or in
the Product Exhibits, including the HP certification requirements for specific
Products or Support, for the Territory.

e.

“HP Branded” means Products and Support bearing a trademark or
service mark of HP or any HP Affiliate.

f.

“HP Partner Portal” means the HP website for partners located at the
URL provided by your local HP organization.

g.

“Products” means hardware, Software, Support, documentation,
accessories, supplies, parts and upgrades that HP authorizes you to purchase or
license under this Agreement that are sourced from HP and/or HP authorized
distributor.

h.

“Software“ means machine-readable instructions and
data (and copies), and related updates and upgrades, licensed materials, user
documentation, user manuals, and operating procedures. Software may be a
separate Product or bundled.

i.

“Subsidiary” means any of your subsidiary companies, or any
subsidiaries of your parent company provided that the parent company owns,
directly or indirectly, more than 50% of the outstanding voting securities or
ownership interest, of the subsidiary company.

j.

“Support” means hardware maintenance and repair; Software updates
and maintenance; training; and other standard support services provided by HP.

k.

“Territory” means the country or countries listed in the Local
Implementation Agreement.

l.

“Transaction Documents” means an accepted order from you (excluding
pre-printed terms) and in relation to that order valid HP quotations, HP
published technical data sheets or service descriptions, program guides, program
terms and conditions, Operations Policy Manual (“OPM”), HP Partner Portal
content applicable to this Agreement, or any mutually agreed or accepted
documents that reference this Agreement.

2.

APPOINTMENT

a.

Subject to the execution of a Local Implementation Agreement (“LIA”)
substantially in the form of Exhibit A referencing this Agreement, you and your
Subsidiaries may be appointed as authorized, non-exclusive partners for the
purchase and resale through distribution, and when authorized by HP the
sublicense of Products subject to the terms and conditions of this Agreement.

b.

Local Implementation Agreements shall be entered into by you and us, and by
each of your qualified Subsidiaries and an HP Affiliate operating in, or
sourcing products to, the Territory where each of your Subsidiaries operate.
Upon signing a Local Implementation Agreement, the terms of this Agreement will
apply between the parties that have entered into a LIA pursuant to this Section
2(b). A Local Implementation Agreement may include supplemental
Territory-specific terms to reflect local laws or business practices that will
take precedence over any other inconsistent terms in this Agreement, as well as
all relevant Addenda, Exhibits and appendices relevant to the partnership
appointment in the relevant Territory. Each of the parties signing a Local
Implementation Agreement will perform only in the Territory designated in the
relevant Local Implementation Agreement and will be solely responsible for
claims arising out of its own performance.

c.

The nature and scope of your authorization are detailed in the Addendum (or
Addenda) that describe(s) your roles and responsibilities as an HP authorized
partner (“HP Partner Roles and Responsibilities Addendum” or “HP Partner
Authorization Addendum”). The Products covered by this authorization, including
any discounts and commitment levels, are detailed in the Product Exhibits or the
HP Partner Portal. Other policies, procedures, terms and conditions applicable
to this Agreement as per their respective terms and as updated from time to
time, are contained in the OPM or posted on the HP Partner Portal. Specific
terms and conditions or authorization level for each LIA will be included in,
appended to, or incorporated by reference into, the relevant Local
Implementation Agreement(s).

d.

All Products must be purchased for resale purpose only, and not for internal
purposes. You may purchase from HP or an HP authorized distributor in the
Territory and as indicated in the HP Partner Roles and Responsibilities
Addendum. You may not purchase Products for resale purposes from any
unauthorized sources. When you purchase Products directly from us, the HP
Partner Terms of Purchase will apply for such purchases.

e.

You may resell Products to Customers as and if specified in the HP Partner
Roles and Responsibilities Addendum. You may not resell Products to any of your
divisions or Affiliates.

f.

You will conduct your business under this Agreement only in the Territory
and, to the extent allowed by applicable law, importation into or exportation
out of the Territory of Products is prohibited unless we authorize you to do so
in writing. The Territory where you or your eligible Subsidiaries may conduct
business under a Local Implementation Agreement will be designated in such Local
Implementation Agreement. You will not directly or indirectly resell Products
within the Territory if the Products have not been acquired directly from HP or
from an HP authorized distributor, or you know or have reasons to believe that
the purchaser or any third party will export for sale or resell Products to, or
import into any country outside the Territory.

3.

STATUS CHANGE

a.

Name or Location Change. You must notify us immediately in writing if
you change your company name or legal form, or need to add, close or change an
HP-approved sold-to address or an HP-authorized location.

b.

Ownership Change. In case of an ownership change, you will notify us
in writing and provide the required information within five (5) days prior to
the intended date of change, or on the earliest date you are legally permitted
to provide such information, but not later than five (5) business days after the
change has occurred. “Ownership Change” means merger, acquisition, consolidation
or other reorganization that results in an entity controlling twenty percent
(20%) or more of your company153s capital stock or assets, or which assumes
management of your operations or your company153s acquisition of twenty percent
(20%) or more of the capital stock or assets of another entity. After we receive
all required documents to evaluate your status change or as soon as we believe
we are in a position to decide, we will notify you of our consent or refusal to
continue your Agreement. If we refuse, this Agreement will automatically and
immediately terminate unless otherwise provided and we may, subject to mandatory
applicable law, cancel any unfulfilled obligations. We do not consent to these
changes prior to any Ownership Change.

4.

SOFTWARE LICENSE

a.

License Grant. HP grants you a non-exclusive, non-transferable license
to distribute Software to Customers for their use.

b.

Sublicense. Some Software may require a sublicense agreement between
you and Customer. The written sublicense agreement must be available to us upon
request and will incorporate the terms as provided by HP.

c.

Ownership. Software is owned and copyrighted by us or by third party
suppliers. Your Software license confers no title or ownership and is not a sale
of any rights in the Software, or the media on which it is recorded or printed.

d.

License Restrictions. You will not modify, disassemble, decrypt or
decompile the Software without our prior written consent. Where you have other
rights under statute, you will provide us with reasonably detailed information
regarding any intended disassembly, decryption, or decompilation and the reasons
for the action.

e.

You shall ensure that your Customer is advised that (1) the use of the
Software is subject to the Customer acceptance of end-user license terms
(EULA153) delivered with the Product and (2) Support will be delivered subject to
HP153s Support terms. The EULA and the Support terms are available from HP upon
request or may be electronically posted by HP.

f.

If the Software is licensed for use in the performance of a U.S. government
prime contract or subcontract, you agree that the Software is delivered as
“Commercial computer software” as defined in DFARS 252.227-7014 (Jun 1995), or
as a “commercial item” as defined in FAR 2.101(a), or as “Restricted computer
software” as defined in FAR 52.227-19 (Jun 1987), or any equivalent agency
regulation or contract clause, whichever is applicable.

5.

MICROSOFT LICENSE GRANT LIMITATION

a.

Deliver to your Customer, as applicable, the Microsoft Certificate of
Authenticity (“COA”) and Associated Product Materials (“APM”) together with each
HP Computer System, in HP153s packaging, and will not quote a separate price for
the MS operating system, the MS application Software or both. “APM” means
material associated with the MS operating system Software or application
Software, or both, that accompany the HP Computer System in HP153s packaging,
including without limitation, the Customer manual, recovery media, and external
media.

b.

Provide reasonable assistance to us in any investigation of an incident where
you or any party within your distribution channels delivers the COA and APM
separate from HP Computer Systems purchased from you or quotes a separate price
for the MS operating system, the MS application Software, or both on such HP
Computer Systems.

c.

Take all commercially reasonable steps to follow notices of any kind provided
by Microsoft, or by us to you, regarding any Microsoft Software distributed with
HP Computer Systems.

d.

Indemnify HP from all costs, including reasonable attorneys153 fees, relating
to claims by Microsoft relating to the unauthorized distribution of Microsoft
products.

e.

If Microsoft notifies us that we must discontinue distribution of the HP
Computer Systems to you, we will do so promptly following receipt of such
notice. Under no circumstances will our failure to deliver HP Computer Systems
to you, following receipt of such notice, constitute a breach of this Agreement.

6.

WARRANTY

a.

Warranty Terms. Product warranty terms, conditions, exceptions,
exclusions and disclaimers are contained within the Product packaging, with HP
quotes, on indicated web pages or HP Partner Portal, or upon request.

b.

Pass Through Processes. HP warranty passes through to Customers. You
may provide more extensive warranty coverage for Customers, as long as we have
no responsibility for fulfilling the additional obligations. If you provide more
extensive warranty coverage, you will identify it as non-HP warranty.

c.

Pass Through Warranty Periods. If the Products you ordered from us are
temporarily retained in your inventory, they are warranted to you beginning on
the shipment date from us and ending with shipment to Customer, for a period not
to exceed ninety (90) days from date of your original purchase from us. Customer
warranties begin upon Product purchase by the Customer and must be verified by
proof of acquisition by Customer.

7.

PRODUCT MODIFICATION

a.

HP reserves the right to make changes in the design or specifications of
Products.

b.

You are not authorized to modify HP Products. We are not liable for any issue
arising from such unauthorized modifications, or for any commitment(s) you make
with respect to special interfacing, compatibility or suitability of Product(s)
and Support for specific applications.

c.

If we issue a Product safety notification or operational correction, you will
notify your Customers who purchased the impacted Product(s). Such notification
may include providing reports for them, listing resources for information,
advertising in various publications, etc. The notification will be in writing
and sent to them within five (5) days of receipt of notice from HP unless
otherwise agreed by both parties.

8.

MARKS

a.

“Marks” means any name, symbol, trademark, logotype, trade name, and insignia
that each party owns.

b.

We may allow you to use HP Marks only to promote the sale of HP Products and
Support under this Agreement. The HP Marks, the process of becoming approved to
use them, and our terms of use are posted on the HP Partner Portal.

c.

The parties agree to display each other153s Marks in good taste, in a manner
that preserves their value as each other153s Marks, and in accordance with any
standards provided by the other party for display.

d.

The parties agree not to display each other153s Marks in any written or media
material without prior written consent of the other party. Notwithstanding the
foregoing, you authorize us to use your Marks without consent for our internal
use or for listing your Marks on hp.com or the HP Partner Portal. You may
request withdrawal of this authorization at any time with a written notice. Both
parties will respond to a request to use a Mark within five (5) business days
after receiving the request, but the party asking to use the Mark always needs
to get prior written consent.

e.

Use of Marks will never mean, or be implied to mean, that there is a transfer
of ownership of the Marks between the parties.

f.

Any right either party may have regarding the other party153s Marks pursuant to
this Agreement will automatically end when this Agreement terminates.

g.

You will not register or use any trade, company, business or internet domain
name which contains HP153s Marks (e.g. “HP”, “hp”, “Hewlett-Packard”, “Compaq” or
“EDS”) in whole or in part or any other name which is confusingly similar
thereto.

9.

CONFIDENTIALITY

a.

If the parties exchange confidential information, the receiving party will
protect the confidential information of the other in the same manner in which it
protects its own equivalent proprietary, confidential, and trade secret
information, but with no less than reasonable care. To be treated as
confidential information under this Agreement, prior to disclosure, the party
disclosing the confidential information must either mark such information as
“confidential”, or if such information is provided orally, notify the receiving
party in writing that the information is confidential within thirty (30) days of
its communication. Unless agreed otherwise, such information will remain
confidential for two (2) years after the date of written disclosure.

b.

You will use confidential information for the purpose of fulfilling your
obligations under this Agreement and not for any other purpose. You will not
publicize or disclose to any third party the contents of this Agreement without
prior written consent from us.

c.

The following information will not be classified as confidential information.
Information that is:

1.

A matter of public knowledge at the time of disclosure, or becomes one,
through no fault of the recipient153s;

2.

Rightfully received by the recipient from a third party without a duty of
confidentiality;

3.

Independently developed or learned by the recipient;

4.

Disclosed under operation of law;

5.

Disclosed by the recipient with the discloser153s prior written approval, but
subject to the terms of that approval; or

6.

Rightfully, in the recipient153s possession before the disclosure.

d.

If personal data of either party153s employees, a Customer or a Customer153s
employees is disclosed to the other party, the receiving party agrees to comply
with applicable data protection laws when collecting, storing, transferring,
sharing, and/or otherwise processing such personal data. Unless expressly agreed
otherwise, any personal data we disclose may only be used in accordance with the
then current HP privacy policy available on the HP web site, and HP privacy
statement posted on the HP Partner Portal. We will respect your privacy and the
privacy of customers as detailed in HP153s privacy policy.

10.

INTELLECTUAL PROPERTY INDEMNIFICATION

a.

We will defend or settle any claim against you (or Customers and third
parties to whom we authorize you to resell or sublicense Products), that HP
Branded Products or Support (excluding custom Products and custom Support, but
including any pre-written statements of work regarding Support), delivered under
this Agreement, that alone, and not in combination with any other product,
infringe any third party patent, copyright, trade secret, mask work or trademark
in the country where Products are used, sold or receive Support, provided you:

1.

promptly notify us in writing;

2.

have sold Products, or sold or performed Support in complete compliance with
this Agreement; and

3.

cooperate with us in, and grant us sole control of the defense or settlement.

b.

We will pay defense costs, including reasonable attorney153s fees, HP
negotiated settlement amounts and court-awarded damages. If such a claim occurs
or appears likely to occur, we may modify the Product, procure any necessary
license, or replace it. If we determine that none of these alternatives is
reasonably available, we will refund your purchase price upon return of the
Product if within one (1) year of delivery, or the Product153s value thereafter.
For Support, the refund will be the lesser of twelve (12) months charges for the
claimed infringing Support or the amount paid by Customer for that Support.

c.

We have no obligation for any claim of infringement arising from:

1.

our compliance with designs, specifications or instructions; provided by you,
Customer or any other third party;

2.

our use of technical information or technology; provided by you, Customer or
any other third party;

3.

modification of the Products by you, Customer or any other third party;

4.

use of Products prohibited by HP153s published specifications or related
application notes; or,

5.

use of Products with products that are not HP Branded Products.

d.

To the extent permitted by law, these terms state our entire liability for
claims of intellectual property infringement.

11.

INDEMNIFICATION AND LIMITATION OF LIABILITY

A.

Products and Support are not specifically designed, manufactured or intended
as parts, components or assemblies for the planning, construction, maintenance,
or direct operation of a nuclear facility and HP disclaims any and all liability
for the use of HP Products in a nuclear facility. You agree to indemnify and
hold HP harmless from all loss, damage, expense or liability in connection with
such use.

b.

Except for claims under Section 10 intellectual property indemnification or
damages for bodily injury or death and for any other claim which cannot be
excluded by applicable law, HP153s maximum liability under this Agreement is
US$1,000,000 per incident. Notwithstanding the foregoing, in no event is HP
liable to you for any and all damages from business interruption, loss of data,
loss of profits or revenue, cost of capital, or loss of use of any property or
capital nor for any (other) special, indirect, incidental, statutory, punitive
or consequential damages.

c.

To the extend allowed by applicable law, these limitations apply regardless
of the basis of liability, including negligence, misrepresentation, breach of
any kind or any other claims in contract, tort or otherwise.

d.

You are solely responsible for your acts, omissions, obligations,
representations, or misrepresentations in providing your services to Customers.
You agree to defend, indemnify and hold us harmless against all claims,
lawsuits, liabilities, losses, damages, costs and expenses (including reasonable
attorney and expert witness fees), as a result of any claims by Customers,
arising out of or in connection with your acts, omissions, obligations,
representations, or misrepresentations in connection with your provision of
services or services offerings; or reselling of HP Products and Support to
Customers.

12.

COMPLIANCE, RECORD-KEEPING AND AUDIT

a.

You will establish and we have the right to audit, and take copies of,
complete and accurate Records for compliance with this Agreement and our
programs. “Records” means your books, including electronic records and original
documentation, related to acquisition, sale, maintenance and disposition of all
Products and Support. You will maintain Records for two (2) years from the date
of sale or purchase of all Products and Support.

b.

We will give you reasonable notice of an audit. You will give us and/or our
auditors (internal or third party) prompt access to your Records during normal
business hours. We have the right to audit your Records for two (2) years after
termination of the Agreement.

c.

HP may engage a third party to conduct an audit of your Records provided that
such third party agrees to abide by the terms in section 9, Confidentiality.

d.

Each party bears its own costs associated with an HP audit, however if the
audit reveals a deviation from your obligations with this Agreement, you agree
to pay all of our reasonable audit costs and fees in addition to any other
amounts which may be owed.

e.

You agree that we may debit, invoice or offset you for all improper discounts
and payments from HP as determined as a result of our audit.

13.

TRADE CONTROLS

14.

CHANGES AND AMENDMENTS

a.

We may occasionally change our policies or programs. When we do so, we will
notify you.

b.

Any amendment that we issue to this Agreement will automatically become a
part of this Agreement on the effective date specified in the amendment notice.
If you do not agree with the amendment, you must give us written notice of your
objection within fifteen (15) days of receipt of the notice. If you object and
the parties cannot reach agreement on the amendment within thirty (30) days
after our receipt of your objection, then either party may terminate this
Agreement under the terms of section 15, Terms and Termination.

15.

TERM AND TERMINATION

a.

This Agreement is effective on the date signed by HP. This Agreement will
remain in effect until terminated. Each LIA entered into pursuant to the terms
of this Agreement shall be effective on the date signed by HP, or indicated in
the LIA, via the HP Partner Portal or in the approval notification we issue to
you whichever is earliest, and will remain in effect until terminated directly
or indirectly as a consequence of termination of this Agreement.

b.

Either party to a LIA may terminate such LIA without cause at any time upon
thirty (30) days written notice, which is considered given upon receipt of
notice.

c.

Either of the undersigned parties to this Agreement may terminate this
Agreement without cause at any time upon thirty (30) days written notice which
is considered given upon receipt of notice. Termination of this Agreement will
automatically operate as a termination of all LIA entered into hereunder.

d.

If any party becomes insolvent, is unable to pay its debts when due, files
for bankruptcy, is the subject of involuntary bankruptcy, has an administrator,
receiver or receiver and manager appointed, or has its assets assigned (an
“Insolvent Party”), (i) its counterparty under a LIA (the “Counter-Party”) may
terminate such LIA without notice and may, subject to mandatory applicable law,
cancel any unfulfilled obligations, and (ii) the undersigned party to this
Agreement affiliated with the Counter-Party may terminate this Agreement (along
with all other LIA entered into hereunder) without notice.

e.

In the event of any material breach of this Agreement or any LIA entered into
hereunder, including our program terms and conditions by you, we may, without
limitation: (1) terminate this Agreement and/or the LIA entered into by the
breaching party with immediate effect or as otherwise notified by HP; (2)
require the breaching party to refund or forfeit any discounts or program
payments paid and/or accrued during the scope of the breach period; (3) and/or
require the breaching party to reimburse us for all reasonable outside counsel
fees associated with enforcing these provisions. Additionally, each time you
breach the terms stated in this Agreement, you will indemnify us against, and we
may invoice you, and you agree to pay, for all liabilities, losses, costs and
damages associated with the breach.

f.

If either party gives notice of termination, we may require you to pay cash
in advance for additional deliveries from us during the remaining term,
regardless of your previous credit status. We may also withhold all such
deliveries until you pay any outstanding balance.

g.

Obligations concerning outstanding purchase orders, invoices, marketing funds
or promotional allowances, payments, statements of work, warranties, Support,
Software licensing, intellectual property protection, limitations of liability
and remedies, audit, and confidentiality, will survive termination of this
Agreement.

h.

Upon termination of this Agreement or any LIA, all rights to any accrued HP
promotional allowance funds and HP promotional services under this Agreement or
the specific LIA being terminated, will automatically expire.

i.

By execution of this Agreement, both parties acknowledge that they have
reviewed and accepted above termination terms.

16.

GENERAL

a.

Assignment. You may not assign or transfer any rights or obligations
hereunder without our prior written consent. We may assign any rights or
obligations hereunder to another HP Affiliate at any time without notice.

b.

Waiver. No failure or delay by either party to exercise any of its
rights under this Agreement will constitute or be deemed a waiver or forfeiture
of those rights.

c.

Code of Conduct. HP expects all partners to conduct business in strict
legal compliance and with the highest ethical standards. By signing this
Agreement, you agree to comply with HP153s Partner Code of Conduct, as updated
from time to time, and located on the HP Partner Portal. Additionally, you
acknowledge that there are specific legal and ethical requirements for doing
business with public sector entities and you are solely responsible for your
compliance with these requirements. Specifically, you agree (without
limitation): (1) not to seek or accept any compensation in connection with this
Agreement which may violate any applicable laws, regulations, contracts, or
conflict of

interest policies; (2) not to use bribes, kickbacks, illegal gratuities, or
other corrupt practices in connection with this Agreement; and (3) not to
provide HP with any proprietary, source selection sensitive, or other
information that is restricted from disclosure by a third party. A breach of
HP153s Partner Code of Conduct may be deemed a material breach of this Agreement.
Without limiting HP153s rights under section 15, if you breach HP153s Partner Code
of Conduct, HP may exclude you from HP153s channel programs, including special
pricing and/or promotion programs and, if you are eligible to purchase Products
directly from HP, HP may alter the level of discount available for such
purchases.

d.

Electronic Transactions. If the parties agree to do business
electronically:

1.

Electronic transactions under this section mean signing contracts, placing or
accepting orders, or accepting our partner program terms.

2.

Any orders placed by you and accepted by us on any hp.com website or any of
your or our extranet sites will create fully enforceable obligations that will
be subject to the terms contained in this Agreement. The parties understand and
agree that those orders we accept will be deemed for all purposes to be: (1)
business records originated and maintained in documentary form; (2) a “writing”
or “in writing”; (3) “signed”; and (4) an “original” when printed from
electronic files or records established and maintained in the normal course of
business.

3.

The parties will not legally contest the validity or enforceability of
electronic transactions.

4.

Electronic transactions will be admissible if introduced as evidence on paper
in any judicial, arbitration, mediation, or administrative proceeding to the
same extent and under the same conditions as if they were hard copy signed
documents.

5.

Electronic transactions may be conducted through EDI or other electronic
methods that the parties may agree to.

6.

Each party will use commercially reasonable security measures to limit access
to passwords and to limit access to the sites used to process electronic
transactions, to authorized persons. Each party will be responsible for any
unauthorized use of the sites or issuance of messages caused by the failure of
its security measures

e.

Enforceability. If any term or condition of this Agreement is
determined to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remainder of this Agreement will remain in full force and
effect.

f.

Entire Agreement. This Agreement is the entire agreement between the
parties regarding its subject matter and supersedes all prior representations,
discussions, negotiations, agreements, or your additional or inconsistent terms,
whether written or oral. Additional or inconsistent terms on any purchase order
or other document from you will not apply to transactions. No modification of
this Agreement or this provision will be binding on either party unless made in
compliance with section 14, Changes and Amendments.

g.

Force Majeure. Neither party will be liable for performance delays or
for non-performance due to causes beyond its reasonable control. However, this
provision will not apply to any payment obligations.

h.

Governing Law. Any dispute between you and us relating to the
formation, validity, breach or termination of this Agreement will be governed by
the laws of California and the courts of California will have exclusive
jurisdiction. Disputes relating to the formation, validity, breach or
termination of a LIA or relating to specific transactions under a LIA, will be
governed by the law held applicable to the concerned LIA and the courts
indicated in the concerned LIA will have exclusive jurisdiction, except that HP
may, at its option, bring suit for collection in the country where the
Subsidiary that placed the order is located.

i.

Independent Contractors. Both parties are independent contractors in
the performance of this Agreement. This Agreement does not establish a
franchise, joint venture or partnership, or create any relationship of employer
and employee, or principal and agent between the parties.

j.

Notices. All notices must be in writing, and considered given as of
twenty-four (24) hours after sending by electronic means, over night courier,
hand delivery, or as of five (5) days of certified mailing. Delivery and receipt
of notices are calculated based upon business days, excluding Saturday, Sunday,
and public holidays. Notices to us will be sent to Hewlett-Packard Company, HP
Americas Partners Contracts Organization, 10955 Tantau Avenue, Bldg 45 South
Lower, MS 4381, Cupertino, CA 95014-0794, or to an address provided by us in
written notice to you. All notices to you will be sent to the attention of the
individual at the address indicated on the approval notification we issue to
you.

k.

Order of Precedence. In the event of a conflict, the following order
of precedence will apply: Transaction Documents, Addenda, LIA, Master HP Partner
Terms.

l.

UN Convention. The United Nations Convention on
Contracts for the International Sale of Goods will not apply to this Agreement
or to transactions processed under this Agreement.

Reseller acknowledges that this Agreement is subject to the export, import
and other trade-related laws and regulations of the U.S. and other national
governments and agrees to assume responsibility for complying with applicable
laws and regulations and for obtaining required export and import
authorizations.