SAL Commissioners for Oaths & Notaries Public

'I ••
NC0K9K00FF

NOTARIAL CERTIFICATE

TO ALL TO WHOM these presents shall come

/, Young Chee Foong, NOTARY PUBLIC duly admitted, authorised to practise in
the Republic of Singapore, DO HEREBY CERT/FY
that the attachment is what I have been informed to be the original Two Tier Non-
Exclusive Distributor Agreement between PT. SURYA CANDRA and LINKSYS
PTE. LTD ..
IN FAITH AND TESTIMONY whereof I the said notary
have subscribed my name and set and affixed my seal of
office at Singapore, this 9th day of December 2020.

NOTARY
SINGAP

By virtue of Rule 8(3)(c) of the Notaries Public Rules, a Notarial Certificate

must be authenticated by the Singapore Academy of Law in order to be
valid.

2/2
 To verll-j the issuance of
this Authtnlfcation
Ctrtiflcatt , go to
Legolisotion.5o/.sg
or scan QR code:

This A ~ Crrtifla,tt only certifies the

authenticity of the ~gnature and the capacity of the
1 J>erson who si~ the Norarial Certificate.
This A~nlfcolfon Ctrtiflcatt Is not valid if the seal of
the Singapore Academy of law Is removed or altered In
any what50M'r. This Certificate does not
authenticate or confirm the content of the Document V.rlficallan codt:
anached to the anne,ed Notarial Certificate.
s10n04s

Authentication
1. Country:
Singapore

2. This public document has Young Chee Foong

been signed by:

3. Acting in the capacity of: Notary Public

4. Bears the seal/stamp: Notary Public

Certified
5. Authentication Cert No.:
AC0K9L03AJ
6. At:
Singapore Academy of Law
7. The:
10th December 2020
8. By:
Low Hui Min, Director, SAL
9.
10. Signature:

- 2012116 8
Certified True Signature

···,..-oiib-sHA°RiFF·wcioiii:-·

1 !Kedutaan. Be nesla.
ertanggun~:lja_wat, alas Isl dokumen.
1
En]bassy of the, Republic of Indonesia In Singapore,
Ytof the Republic of lndonesla Is not resppnslble for
the Information
\
contained
I
therein.
6 January 2021

.,•.:
~ - Kepal~ P~rwakll e ~bassador

,s;
lRV~N BUCHARI
Minisle( Counsellor l- •
Protocol dan Consu/,v I!) · · • ·

I
 LINKSYS PTE. LTD.
TWO TIER NONEXCLUSIVE DISTRIBUTOR AGREEMENT
• This T~ Tier None_xclus!ve Distributor Agreement raaree~IJl"), between LPT. Surya CandraJ en
l~do~e1ta p,rporation with its principal place of business et Loden Center Blok J No. 3-5, JI. Loden Raya
~ akarta Utara - Indonesia 1("Dlstrlbutor"), and Llnksys Pte. Ltd. (Company Registration Number:
2. 10
60331<) with its principal place of business at 38 Beach Road, South Beach Tower, #30-11,
mgapore 189767, ("J.in.lsln") la entered into as of the date Jaat written below ("gffective Date").
S
This Agreement consists of this signature page and the following attachments are Incorporated into this Agreement
by reference:
1. Two Tier Nonexclusive Distributor Agreement Terms and ConditiOns
2. EXHIBIT A: Territory
3. EXHIBIT B: Support
4. EXHIBIT C: Minimum Terms and Conditions
5. EXHIBIT D: Terms end Conditions Applicable to Llnksys Promotions
This Agreement. including any Exhibits end documents referred to in this Agreement or attached hereto, is the
complete agreement between the parties hereto concaming the subject matter of this Agreement and replaces any
prior or contemporaneous oral or written communicatiOns between the parties. In the event of conflict between the
terms of this Agreement and the terms of an Exhibit hereto, the terms of the Exhibit shall govern. There are no
conditions, understandings, agreements, representations or warranties, express or implied, which are not specified
herein. This Agreement may only be modified by a written document executed by the parties hereto. Any orders
accepted or Product delivered after the date this Agreement is signed by Distributor but before the Effective Date
shall, upon the Effectlve Date be deemed covered by the provisions of this Agreement, except for any deviations In
price. In the event that, following the expiration or termination of this Agreement, Distributor places Purchase Orders
and Unksys accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and
conditions of this Agreement notwithstanding the earlier expiration or termination of this Agreement; provided,
however, that acceptance by Linksys of any such Purchase Order will not be considered to be an extension of the
term of the Agreement nor a renewal thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed. Each party warrants
and represents that its respective signatories whose signatures appear below have been and are on the date of
signature duly authorized to execute this Agreement
Llnksys Pte. Ltd.

r~
/ °thorized Signature -----
Authorized Signature

Budi Surya Name J~j

Name

14 March 2019 Date

Date ,__ · V

Page 1 of23
Partner Name/Unksys 2T Nonexclusive Distributor Agniement/Oate/CONFIDENTIAL
v. Asia June2010

_J
 DISTRIBUTOR AGREEMENT.
TWO-TIER CONDITIONS

1.0
DEFINITIONS. .
5t
t . 'ng Products and prices at wNch Links,..,,
Llnksys Dlstnbutor
. Pnee
. List means pdated
the and made
then-current h ava1 a to Distributor by Linksys, from time to time.
co~labi~~
h P od cts to Distributor as u
"' sue , , ' O 1
ro·
tributorwhich (a) has enterad illo a Wrllte,,
Dea/er
contractmeans a_n a_uthorized
with D1stnbutor tai nIng at
conreseller or a minimum
value addedthe terms an~ conditions set forth at Exhibit C, and (b)
reseller
meets Linksys' then-current guidelines for Dealers. d . t·

I training materials, Product escnp ions

Documentation means, as applicable
· t ea ch Product' user
nts su porting
manua s, materials and other pnn
· ted.·informat· 1on
and specifications, technical manuals, license agree~~
provided by Linksys relating to the Product, whether is u trib
t:d in prin~ electronic, CD-ROM or video format.

End User Is the final purchaser or licensee ~ho has ~uir . edstProducts for its own
eking sparing Internal useactivities
or warehousing and not for
resale, remarketing or redistribution. An entity t,h
. at
third parties or procures Linksys Products for de ivery o 1r pa~ies i~ not ~n End Us.er.

tiarrJwam. is the tangible product made available to Distributor.

t::J.ew Produg means any new Unksys product(s) including product(s) which become\s) available to Linksys
as a result of an acquisition by linksys (or by Belkin International, Inc.) of another entity.

Purchase Order is a written or, if authorized by Unksys, electronic order from Distributor to linksys for
Hardware or Software to be purchased, licensed or provided under this Agreement.

-.1o
Product means, individually or collectively as appropriate, Hard-ware, licensed Software, Documentation,
- - Prnducis, s,p~OS. -...,""• '"' the lon,g,;ng, 6sted on the lhen-c:,oent Unksys
o•mb,to,
decides to Price Lisi.
include -
on the ;n this Ag,e,-
- Distributor
linksys to "Pmd""'' ,,,., also Incl..., any New Product Links,.
Price List.

• - . , 1, lhe m,c1,m.,.,ndebS (obj,ct eode) "'"''" of lhe c.omp,te, ,,_ms loaded onkl the Produci
~ailable by Linksys for license by Distributor, and any copies, or Updates thereto.
Territo.IY. is comprised of those regions or countrie~ listed in Exhibit A.

r
71 !.1$>10
t6,~iJ1ributor
"_)_,,'0/
. . _oraEnd fu<, ""°' '°""'""• ,atoh O<WOri<amund lo, the -
bugUsers. Wh<h • prn,,kJed ey Lin..,,,

2.0-....!.stoPE.

This Agre,menJ ,nd the attached E><hibll, ,et furth the 1enns and condition, lo, Dist,;.,..., '""""• of
"''""'"' ,nd license of •-"'• and redlsirib,tJon of Pmd,ct,, d,,>,g 1he 1enn ol lhls Ag-•nt
3.0 APPOINTMENT OF DISTRIBUTOR,

3.1 By this Agn,onent links,. make,, and Distnb,tc,c - lhe epPoJniment of Dlst,t,,1or as an
•"1hori,ed, non-exe1u""' dis"""'1o,of """""""' De- iooated • lhe Temoo~. llisbib'1o, ..,..,
kl ,.. ll, best efforts kl dlstrllxrte Pmd,.. SOie~ lo Deatera In the T•mto~. Tho,e Deaiera may "'8ell
"°""'1 onl( kl End Usera who Intend lo ... '!e Pmd,ct In th~ Ten1to~. Al Dea... lo Which
from time to,,-.,,
D,st,;b"'°' time. Pmd,ct m,st meet links,. ""°'''"'nt g"dellnes tor DeaJera, as •mended

v. Asia June
Partner 201 oNonexalllllve Dlstrtbulor Agreemenl/Dale/CONFIDENTIAL
Name12T

2
 3.2 ~istributor is authorized to sell only those Products which are listed on the Llnksys Distributor Price
List.

3.3 Products Requirements. Llnksys may, In each case, condition (i) the availability of any New Product
on the Llnksys Distributor Price List end/or (ii) Distributor's right to purchase, resell, and/or support
any New Product on Distributor agreeing In writing to comply with certain certification, Installation,
training end/or any other requirements or conditions.

3.4 Distributor agrees not to solicit orders, engage salespeople, or establish warehouses or _other
distribution centers outside the Territory except to the extent advertising is placed in a p~rt1cular
advertising medium (except catalogs) which Is distributed both Inside end outside of the Territory.

4.0 ORDERS.
4.1 Order Process. Distributor shall purchase Products by Issuing, via fax or other_ electron_ic m~ns, as
Llnksys may authorize, a written Purchase Order, signed (unless such requ_ire~en~ is_ warved _by
Linksys) or sent In the case of an electronic order by Its authorized representative, indicating specific
Product~. Llnksys' product number, any Internal product numbers assigned by Dis~butor, quantity,
unit price, total extended net purchase price, complete shipping address and instrucbons, reques~ed
delivery dates, Purchase Order number, line item number, Distributor point of contact information
and any other special instructions. Any contingencies contained on such Purchase Order ~re not

All Purchase Orders issued under this Agreement shall reference this Agreement. The terms and
4.2
conditions of this Agreement prevall regardless of any conflicting terms on any Purchase Order or
other correspondence submitted by Distributor to Linksys. Any such conflicting terms are expressly
rejected by Linksys.
All Purchase Orders are subject to approval and acceptance by the Linksys customer service order
4.3
administration office of the Linksys entity which shall supply the Products, and no other office is
authorized to accept Purchase Orders on behalf of Linksys. Linksys shall use commercially
reasonable efforts to provide Information regarding acceptance or rejection of such orders within ten
(10) days from receipt thereof.

4.4 During the term of this Agreement, Linksys may make Product available for ordering and delivery
from an alternate central location and/or a Linksys affiliate, if it chooses. In the event that Linksys
does so, Distributor will order the Product according to the procedures set forth at the lime such
delivery becomes available. At. such time, Products ordered In conformance with Linksys' policies
will be shipped according to the availability and teed-times described In the procedures. Llnksys shall
have the right to change delivery terms and include additional charges, if any, at the time an alternate
order and delivery process is implemented by Llnksys.

4.5 Alteration or Cancellation of Orders. Distributor may defer the shipment of Products for no more than
thirty (30) days from the schedul~ shipping date, provided written notice is received by Llnksys at
least thirty (30) days before the originally scheduled shipping date. Cancelled orders, rescheduled
deliveries or Product configuration changes made by Distributor less than thirty (30) days before the
original shipping date will be subject to (a) acceptance by Llnksys, and (b) a charge of fifteen percent
(15%) of the total invoice amount. Llnksys reserves the right to reschedule delivery In cases of
configuration changes made within thirty (30) days of scheduled shipment.

4.6 Minimum Purchase Order Quantities. Products may be ordered in master pack quantities only.

4.7 Minimum Order Value. Without prejudice to Section 4.3 above, Llnksys reserves the right to reject
any ~urchase Order If the dollar value of such an Order is less than US$20,000. Llnksys reserves
the nght to place the shipment of Distributor's Purchase Order on hold where the availability of
ordered Product(s) causes the dollar value of the shipment to drop below the minimum Purchase

I
Partner Namef2T Nonexclualve Distributor Agreement/Date/CONFIDENTIAL 3
v. Asia June 2010
I

I
/1
I
I
. 1
L"nks may revise the above minimum Purchase Order value
Order
lime onvalue specif!ed
written ab0o~etri.
notice to 18 butor•~uch revision
•
will apply to all Purchase Orders placed on e~!\'1
"il'1
t~\
immediately following the date of such notice.

15.0
SHIPPING_AND DELIVERY. ill be established by Linksys upon its acceptance of Purchase
5.1 Shipping Dates, Shlppln0gRdatli~skw 8 shall use commercially reasonable efforts to assign shipping
Orders from DISTRIBUT · O n sy H L" k h 11 ot be 1· bl •
lcabl t Distributor's requested date. owever, in sys s a n ia e ,or
dates as close as pract e • s al unitive or otherwise, to Distributor or to any other
any damag~s,
person direct,
for Linksya' (a) cofanllsequtenfilillal,
ure o I an ypeciorder/(b) , del~y in delivery, (c) error in filling any orders for
any reason whatsoever, or (d) failure to give notice of any delay or error.
5.2
Shipping Terms: Risk of Loss. Shipping terms are CIP Hong Kong (_PB~ INCOTERMS_ 2000). Title
and risk of loss or damage to Product shall pass from Linksys to _Distributor, and delivery shall be
deemed to have occurred, upon transfer to Distributor's representative at t~e Hong_Kong port of entry.
Distributor shall be responsible for all customs clearance, freight'. handling and 1nsuranc_e charges
subsequent to delivery. Distributor shall act ea importer-<:1f-r~rd into the transit ~untry_(if any) and
destination country, shall pay all costs associated with importat10n of the Prod~cts, including all GST,
duty (if any) and other similar charges, and shall manage the clearance of shipments for import into
the transit country (if any) and destination country.
5.3
Carriers. Unless given written Instructions from Distributor, Llnksys shall select the carrier.
Notwithstanding the foregoing, In no event shall Linksys have any liability in connection .with
shipment, nor shall the carrier be deemed to be an agent of Linksys. If Distributor requests delrvery
of Products to Distributor's forwarding agent or other representative in the country of shipment,
Distributor shall assume responsibility for compliance with applicable export laws and regulations,
Including the preparation and filing of shipping documentation necessary for export clearance.

6.0 PAYMENT ANO SECURITY INTEREST.

6.1 Prices. Prices for
List as updated Products
from time be
time toshall by those specified in Linksys' then-current linksys Distributor Price
linksys.

6.2 AH prices are CIP Hong Kong (per INCOTERMS 2000). Prices for Products may be changed by
Linksys thirty (30) days after written notice to Distributor (the "Notjce PerjQd_"). In the event of a price
increase, (a) purchase orders received by Linksys during the Notice Period which specify a delivery
date prior to the effective date of the price increase will be invoiced to Distributor at the pre-increase
price, regardless of when actually shipped by Llnksys, and (b) purchase orders received by Linksys
prior to the Notice Period will be Invoiced to Distributor at the pre-Increase price, regardless of the
delivery date specified in such orders. Purchase orders received by linksys during the Notice Period
which specify
Distributor a delivery
at the date onprice.
new Increased or after the effective date of a price increase will be invoiced to

6.3 No Deductions From Invoice. If any provision in this Agreement or ariy other agreement between
Distributor and Llnksys requires that Llnksys grants credits to Distributor's account linksys will grant
such credit to Distributor's account. Distributor may not issue debit memos to linksys or otherwise
deduct from or offset against any amounts due from Distributor to Linksys.

6.4 Time to Pa>t, Upon and subject to credit approval, any sum due to Llnksys pursuant to this Agreement
shall be payable thirty (30) days after shipment Linksys shall Invoice Distributor no earlier than the
applicable shipping date for the Product covered by such invoice.

6.5 Payment Past Due: Interest. If Distributor's account is past due, and With notice to Distributor, Unksys
shall have the right to place Distributor on credit hold and suspend further shipments. Once
Distributor's account is brought current, Linksys may require pre-payment for future orders. All
Partner Name/2T Nonexdusive Distributor Agreemen11Date1CONFIDENT1AL
v. Asia June 2010
4

II
 payments shall be made in U.S. currency, unless otherwise agreed to in writing by the parties. Any
sum not paid by Distributor when due shall bear interest until paid at a rate of 1.5% per month (18%
per annum), or the maximum rate permitted by law, whichever is less.

6.6 Security Interest. Distributor grants to Linksys, and Llnksys reserves, a purchase-money ~rity
Interest In each Product purchased by Distributor from Llnksys, and in all proceeds obtained .by
Distributor arising from the resale of such Product Distributor agrees to sign and file such financmg
statements and other documents, or to assist Linksys In filing such documents, as may be required
for Linksys to record or perfect such security Interest

6.7 Ilxu. The purchase price does not include any federal, state or local taxes, or sales, use, excise,
ad valorem, value-add, withholding or other taxes or duties that may be applicable to t~ purchase
of Products. When Llnksys has the legal obligation to collect such tax~s, the ap~ropn~e amo~nt
shall be added to Distributor's invoice and paid by Distributor unless Distributor provides L1nksys with
a valid tax exemption certificate prior to Issuance of a purchase order. Such certificate must be In a
form authorized by the appropriate taxing authority.

6.8 Invoices, Invoices shall contain (a) Linksys' name and invoice date, (b) a reference to th~ Purchase
Order, (c) separate descriptions, unit prices and quantities of the Product a~ally delivered, (d)
credits (if applicable), (e) shipping charges, and (f) name (where applicable), title, phone number,
and complete malling address of responslble official to whom payment Is to be senl

7.0 PRICE PROTECTION.

In the event Linksys puts into effect a general price decrease for a Product from the then-current Linksys
Distributor Price List, Llnksys will provide to Distributor a price credit on eligible Product on order, in transit or
in Distributor's inventory as of the effective date of the price decrease, provided that the price credit for such
Product in inventory or In transit shall not exceed the dollar value of shipments of that Product (measured by
the appropriate SKU) to Distributor over the preceding forty-five (45) days. Linksys will credit Distributor's
account with an amount equal to the number of units of eligible Product In Distributor's inventory and in transit
on the effective date of a price decrease multiplied by the difference between the net price paid and the new
net price. Distributor will have thirty (30) days from the effective date of the price change to claim price
protection for Product in inventory by issuing a request for credit memo with supporting documentation to
Linksys. Eligible Product on order will receive an automatic price credit. Claims for price protection submitted
more than thirty (30) days from the effective date of a price decrease will not be accepted. Price protection
claims may not be deducted from invoice without a corresponding credit memo issued by Linksys. For
Product in inventory to be eligible for price protection, such Product must have been identified by Distributor
to ~nksys in the weekly inventory repo~ requi~ in Section 15 (Reports and Records) of this Agreement
Third Party Sourced Product (defined 1n Section 15.1), Linksys Certified Refurbished/Remanufactured
Product, and discontinued Product are not eligible for price protection.

8.0 DISTRIBUTOR OBLIGATIONS.

In a manner satisfactory to Linksys and at Distributor's sole expense, Distributor a~rees to:

8.1 P~ov~e Unksys with a weekly non-binding rolling forecast that estimates the number of Products
D1St~butor plans to order for the next ninety (90) days, provided always that if the Products that
Dlstnbutor plans to order are identified by Linksys as "Customized SKUs" forecasts in respect of
Cu stomitizled SKUs are binding on Distributor ("Forecast"). Such F~recast shall be sent to
n sys 1n wr ng to arrive no later than the first day of each week.
8.2 Maintain adeq t f Tti
the Products. u:u~a~~o:
requirements.
=~~f :opl8,,;8~d inventory to sell, demonstrate, promote and service
su icient to meet Forecasts and any specified End User

8.3 Provide Linksys with all the reports required under Section 15 below.
~.az:rJ=~~Nonexclualve Oiatrlblior Agreement/Dale/CONFlDENTIAL
5

b
 , r' 1 dited financial records and any updates thereto
8.4 Provide Linksys with copies of Di stnbuto ts ~~at: to time in order to assess Distributor's
which Linksys personnel may reques 8
creditworthiness;

8.5 Include web-links on Distributor's web site that link to the appropriate Products on Lin~sys' website.

9.0 SOFlWARE LICENSE. . nt Li k ts o·stributor a

I
9.1 License Grant. Subject to the terms and conditions of this Agreeme •. n sys gran as an
non-exclusive non-transferable license to distribute Software, In object code fo,:m ~nly,
integrated co~ponent of the Product, In the Territory solely to Dealers (who may _redistnbute only to
End Users) during the term of this Agreement. Distributor shall not copy or duplicate any Software
without the prior written consent of Linksys. Oistributor_re~resents a~d warrants that any Updates
made available to Distributor for End Users will be d1stnbuted subject to the same terms and
conditions as the original Software.

Distributor shall provide a copy of the Software License Agreement shipped with each P~uct to
each Dealer. Distributor agrees to notify Linksys promptty of any breach of the Software License
Agreement and further agrees that It will dillgently pursue or, at Linksys' request, assist Linksys to
diligently pursue, an action against any third parties in breach of the license.

9.2 Reservation of Rights. Except for the limited license provided to Distributor herein, Linksys and/or its
suppliers retain all title to, and, except as expressly licensed herein, all rights in the Software, all
copies thereof and all related Documentation and materials. Any invoices of Linksys purporting to
sell or transfer such items do not convey title to, or patent rights, copyrights or any other proprietary
interest in such items to Distributor.

9.3 Restricted Rights. Software is provided to all agencies, departments, and other units of the United
States Government except for the Department of Defense and its constituent agencies with LIMITED
RIGHTS. Related documentation Is provided with RESTRICTED RIGHTS. Use, duplication, or
disclosure by the US Government, except for the Department of Defense and its constituent
agencies, is subject to the restrictions set forth in subparagraph (c) of the "Commercial Computer
Software-Restricted Rights" clause at FAR 52.227-19. In the event of a sale to the Department of
Defense or its constituent agencies, the US Government's rights in Software, supporting
documentation, and technical data are subject to the restrictions in the "Commercial Computer
Software and Commercial Computer Software Documentation• clause at DFARS 227.7202.

10.0 WARRANTY.
10.1 Llnksys hereby represents and warrants that it has not entered Into any agreements or commitments
which are inconsistent with or in conflict with the rights granted to Distnbutor herein.

10.2 Llnksys agrees that Distributor shall be entitled to pass through to Dealers of the Product all written
warranties provided by Linksys with a Product. Distributor shall cause Linksys' standard Hmited
warranty and other terms included with each Product to be passed on to Dealers, and by Dealers to
End Users. Such warranty shall commence upon the date the End User purchases the applicable
Product.

10.3 EXCEPT FOR THE WRITTEN WARRANTY PROVIDED BY LINKSYS WITH PRODUCTS,
DISTRIBUTOR SHALL NOT MAKE ANY WARRANTY COMMITMENT, WHETHER WRITTEN OR
~RAL, RELATING TO THAT PRODUCT ON LINKSYS' BEHALF . DISTRIBUTOR shall indemnify
Llnksys and hold Linksys harmless against any claims, losses, costs, fines, damages or losses arising
in relation to any warranties made in addition to Llnksys' standard warranty and for any
misrepresentation of Linksys' reputation or the specifications, functtonality, or compatibility of any
Product.

Partner Name/2T Nonexclusive Dlatrllutor Agreement/Date/CONFIDENTIAL

v. Asia June 2010 6
 DISCLAIMER. LINKSYS MAKES NO OTHER WARRANTIES WITH RESPECT TO THE PRODUCT
OR ANY SERVICES AND DISClAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS
OR IMPLIED, INCLUDING THOSE OF SATISFACTORY QUALITY, MERCHANTABILITY,
NONINFRINGEMENT, AND FITNESS FOR A PARTICUlAR PURPOSE (EVEN IF THAT PURPOSE
IS KNOWN TO LINKSYS), OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE
PRACTICE, TO THE EXTENT PERMITTED BY APPLICABLE lAW. ·

11.0 TRADEMARKS.
11.1 Acknowtedgment of Rights. Distributor acknowledges that Unksys or its alfdiates holds all righ~ title
and interest to the trademarks, service marks, or trade names owned, used or claimed now or In the
future by Linksys ("Marks").

11.2 .License Grant. Distributor is permitted to use such Marks as are designated by Linksys from time to
time in writing for all proper purposes In the sale of Product and the performance of Distributor's
duties hereunder only for so long as this Agreement is in effect Distributor's use of any such Marks
shall be in accordance with Unksys' policies in effect from time to time, Including, but not fimited to,
trademark usage and advertising policies. Distributor agrees not to attach any other trademarks, trade
names, logos or labels to the Product other than an aesthetically proper label, identifying Distributor,
Its location and its relationship to Llnksys. Distributor further agrees not to afflX any Unksys Marks to
any products other than those Products coverad by this Agreement. Distributor agrees that upon
notice from Llnksys it will immediately terminate its use of a particular Mark.

12.0 RETURN ALLOWANCE.

12.1 product Return Allowance. Distooutor may return to Linksys up to five percent (5%) of the total
Product units shipped to Distributor from Linksys during the preceding three (3) months (the "Product
Return Allowance"), Defective Product returns excepted, before incurring a restocking fee. Products
returned to Linksys in excess of the Product Return Allowance shall be subject to a ten dollar ($10)
restocking fee per unit. Distnbutor shall use reasonable commercial efforts to consolidate returns
into one return per month. Linksys shall credit Distributor's account in the amount of the price paid
by Distributor tor returned Products, less any applicable restocking fees, price protection credits, or
other credits or discounts Issued lo Distributor for the Products returned. For all Products returned
to Unksys by Distributor, Linksys reserves the right to charge Distributor for the replacement cost of
any missing or damaged items or accessories.

12.2 Defective Product Returns. "Defective Product" means a Product that is defective under the
applicable End User limited warranty statement for such Product. All Products returned to Linksys
where the original factory sealed packaging has been opened shall be tested by Linksys for defects.
Products determined by Linksys to be a Defective Product shall not count against the Product Return
Allowance.

12.3 RMA Procedure. Prior to returning Product to Linksys, Distributor must obtain a return material
authorization ("RMA") number from Unksys and follow Linksys' then-current RMA procedures
published by Linksys or otherwise made available to Distributor by Linksys. Provided Distnbutor
consolidates returns as set forth In Section 12.1, Linksys shall bear all shipping and handling charges
to return Product to Linksys' designated Product return site. Only Products purchased directly from
Linksys are eligible for return credit under this Agreement. Certified Refurbished Products and
Products that have been in end-Of-life status for more than two (2) years are not eligible for return by
Distributor and shall refer all requests for such Product returns to be by the End User directly to
Linksys pursuant to Linksys' standard End User warranty support for End User customers.

13.0 PATENT AND COPYRIGHT INFRINGEMENT.

Partner Name/2T Nonexclusive Dlatributor Agreement/Date/CONFIDEWIAL 7

v. Asia June 201 O

b j
r
th of the Agreement nor a renewal thereof, nor ahan
will not be considered as an extension of e term rders Notwithstanding Llnksys' right to extend
Llnkays be obliged to accept any other Purchase O that ·this Agreement shall always be Interpreted
the term of this Agreement, each party acknowled~'7h t the other party has made no commitments
es being limited In duraUon to a definite term an f th~ Agreement beyond those expressly stated
whatsoever regarding the duration or renews 1 o 8
herein.

Iennjnat;on for Convenience. Either party may term InaIe this Agreement ' without cause, by giving
the other party thirty (30) daya prior written notice.
16.3
IennlnaUon for Cause, In the event that either party materi aII defaults In the
i It is not performance
aubstentially of any
cured of
within
its duties or obligations set forth In this Agreement, and such e artyu ifying the default then the
thirty (30) days after written notice Is given to the defaulting pa spec . te~inate this
party not In default may, by giving written notice thereof ~o the def~ullmg party, n and
Agreement as of the date specified in such notice of termination. Notwithstanding ~!lo 18·2.
the Preceding sentence Linksys may terminate this Agreement immediately upon written notrce in
the event of breach by Distributor of Section 9.0, Section 18.0 or Section 20.0 of this ~reement.
16.4
Termination for Insolvency_,_ Either party may immediately terminate this Agreement_ an~ any
Purchase Order by giving written notice to the other party In the event of (a) the llqu1daUon or
insolvency of the other party, (b) the appointment of a receiver or similar officer for t~e other party,
(c) an assignment by the other party for the benefit of an or substantially all of its ~red1tors, (d) entry
by the other party Into an agreement for the composition, extension, or readJustment of all or
substantially all of Its obligations, or (e) the filing of a meritorious peUtion in bankruptcy by or against
the other party under any bankruptcy or debtors' law for its relief or reorganizaUon.
16.5
Effect of Termination, Upon termination of this Agreement
16.5.1 Subject to the terms of the following sentence, all rights and licenses of Distributor hereunder
shall terminate and Distributor shall immediately discontinue all representations that ii Is a
Linksys distributor. Except in the case of a termination of this Agreement pursuant to Section
16.3, upon termination or expiration of this Agreement, Distributor may continue to resell, in
accordance with normal business Practices and the terms and conditions of this Agreement,
Products shipped to it by Unksys prior to the date of termination or expiration.

16.5.2 The due date of all monies due either party shall automatically be accelerated such that they
become due
provided and payable on the effective date of termination, even if longer terms had been
previously.

16.5.3 Distributor shall Immediately return to Llnksys all Proprietary Information and data (including
all copies thereof) then in Distributor's possession or custody or control retaining only
sufficient material to fulfill remaining orders and to service the installed base of End Users as
mutually agreed upon by Linksys and Distributor, Including, without fimitalion: (a) all technical
materials and business plans supplied by Linksys to Distributor; (b) all manuals covering the
Product; and (c) any End User, Dealer, or prospect lists provided by Linksys.

16.5.4 DISTRIBUTOR AGREES THAT, IN THE EVENT OF ANY TERMINATION OF THIS

AGREEMENT, IT SHALL HAVE NO RIGHTS TO DAMAGES OR INDEMNIFICATION OF
ANY NATURE, SPECIFICALLY INCLUDING COMMERCIAL SEVERANCE PAY,
WHETHER BY WAY OF LOSS OF FUTURE PROFITS, EXPENDITURES FOR
PROMOTION OF ANY PRODUCT, OR OTHER COMMITMENTS IN CONNECTION WITH
THE BUSINESS AND GOOD WILL OF DISTRIBUTOR. DISTRIBUTOR EXPRESSLY
WAIVES ANO RENOUNCES ANY CLAIM TO COMPENSATION OR INDEMNITIES FOR
ANY TERMINATION OF A BUSINESS RELATIONSHIP.

Partner Name/2T Nonexclusive Distributor AoreemantlDate/CONFIDENTIAL

v. Asia June 2010
10
 The pa rt"
. ies ac kn owledge and agree that any agreement that may be entered Into between
the parties after the expiration or termination of this Agreement shell not apply retroactively
to any transactions under this Agreement.

16.6 Repurch~se Following Termination. Upon expiration or termination of this Agreement

16.6.1 L1nksys may, at its option, repurchase from Distributor all or a portion of Products in inventory
(excluding Third Party Sourced Product), which ere in new end unused condition end In
factory sealed boxes. Such repurchase shall be at the original price paid less any deduction
for price protection.
16.6.2 If Llnksys does opt to repurchase Product pursuant to this Section 16, Distributor shall submit
to Llnksys within fifteen (15) days after the effective date of termination a list of all Product
owned by Distributor (excluding Third Party Sourced Product) as of the effective date of the
termination. Upon receipt of such list by Llnksys and receipt of notice from Llnksys of its
exercise of this option, Distributor may commence returning Product under Unksys' then-
current RMA process. Distributor will have up to forty-fJVe (45) days from the effective date
of termination to return Product under this section.
16.6.3 After receipt of any Llnksys Produd from Distributor repurchased pursuant to this Section 16,
Linksys will issue a credit to Distributor's account If such credit exceeds amounts due from
Distributor, Llnksys shall remit In the form of a check to Distributor the excess within thirty
(30) business days of receipt of the Product.

17.0 FORCE MAJEURE.

17.1 Definition. The term "Force Majeure· shall be defined to include fires or other casualties or accidents,
acts of God, shortages of supplies, severe weather conditions, strikes or labor disputes, war or other
violence, or any law, order, proclamation, regulation, ordinance, demand or requirement of any
governmental agency.
17.2 A party whose performance Is prevented, restricted or interfered with by reason of a Force
Mejeure condition (other than obligations to pay monies due and owing to Linksys by Distributor) shall
be excused from such performance to the extent of such Force Majeure condition so long as such
party provides the other party with prompt'written notice describing the Force Majeure condition and
immediately continues performance whenever and to the extent such causes are removed.

17.3 Termination Rights. If, due to a Force Majeure condition, the scheduled time of delivery of
performance is or will be delayed for more than ninety (90) days after the scheduled date, the party
not relying upon the Force Majeure condition may terminate, without liability to the other party, any
Purchase Order or portion thereof covering the delayed Products.

18.0 CONFIDENTIALITY.
Distributor acknowledges that, in the course of selling Products and performing its duties under this
Agreement, Distributor, its Dealers, and End Users to which Distributor provides access to Linksys technical
data may obtain information relating to Products, or to Unksys, which Is of a confidential and proprietary
nature ("Proprietary Information"). Such Proprietary Information Includes, but is not limited to, trade secrets,
know-how, inventions, techniques, processes, programs, schematics, sottware source documents, data,
Distributor customer lists, financial information and sales and marketing plans. Linksys owns and intends to
maintain its ownership of all such Proprietary Information. Distributor shall at all times, both during the term
of this Agreement and for a period of at least two (2) years after its termination, maintain in the strictest
confidence and trust all such Proprietary Information, and shall not use such Proprietary Information Qther
than In the course of its duties under this Agreement, nor shall Distributor disclose any of such Proprietary
lnf?rmation to any party without the prior written consent of Llnksys. Distributor shall appropriately bind each
of ,ts employees to whom such disclosure Is made, to hold the Proprietary Information in strict com!dence
and not to disclose such information to any person other than as Is necessary In the course of Its employment

t
Partner Name/2T Nonexclusive Distributor Agreement/Dale/CONFIDENTIAL 11
v. Asia June 2010

_J
 by Distributor
costs,
.
and will or
fines, damages
•
Indemnify
nd Id L"nks
a Lmksys
Llnksys by
losses suffered .ho
1
J
s harmless from and against any claims, losses,
1n 1 e even1
of wrongful disclosure of such Proprietary
Information.

19.0
EXPORT RESTRICTIONS. h aft eferred t as
19.1 Applicability. The Products and technology or direct products thereof ( e~e er r 0
Products and Technology) supplied by Llnksys under the Agreement are subJect to export controls
under the laws and regul~tions of the United States ("U.S."), Including the Expo~ Administration
Regulations ("EAR"). Distributor shall comply with such laws and regulations go~emmg use, exporti
re-export, and transfer of Products and Technology and will obtain all required U.S. and loca
authorizations, permits, or llcenses. Llnksys and Distributor each agree to provide the olh r
information, support documents, and assistance as may reasonably be required by the other in 7
connection with securing authorizations or licenses.

Upon request by Distributor, Llnksys agrees to make available to Distributor the Export Control
Classification Number (ECCN) for each of Llnksys' Product end information as to Whether or not any
of such Product ere classified under the U.S. Munitions license.

19.2 MIiitary Sales Distributor hereby certifies that none of the Product, services, or technical data
supplied by Linksys under this Agreement will be sold or otherwise transferred to, or made available
for use by or for, any military end-user, or In any military end-use located in or operating under the
authority of, any country identified In Supplement No. 1 to Part 740 of the EAR Without a U.S. license.
Distributor also certifies that none of the Products, services or technical data supplied by Linksys
under this Agreement will be sold or otherwise transferred to, or made available for use by or for, any
entity thator
weapons is missiles.
engaged in the design, development, production or use of nuclear, biological or chemical

19.3 Distributor's obligations under sub-sections 19.1 and 19.2 shall survive the expiration or termination
of this Agreement for any reason whatsoever.

19.4 Record-Keeping. Distributoragrees to maintain a record of sales and re-exports of Product and
technical data and to forward any required records to Linksys or, at Linksys' request, the U.S.
Government Distributor also agrees to permit periodic audits by Linksys or the U.S. Government as
required to ensure export compliance.

20.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTION LAWS.

20.1 In connection with the sale or distribution of Llnksys Products, or otherwise in carrying out its
obligations under this Agreement, Distributor represents and warrants the following:

(a) Distributor shall obtain all licenses, permits and approvals required by any government or
appllcable authority, including any recycling or take-back programs appllcable to packaging
or Products. In addition, Distributor shall comply with all country, federal, state and local
laws, ordinances, codes, rules, regulations, policies and procedures of any government or
other competent authority Where the Products are purchased by Distributor or are to be sold,
used or deployed, including, Without llmitatlon, all anti-corruption laws, including, the U.S.
Foreign Corrupt Practices Act ("Applicable laws"). Distributor can find more Information
about the Foreign Corrupt Practices Act at the following URL:
http://www.usdoj.gov/criminaVfraud/docs/dojdocb.html.

(b) Distributor shall not take any action or permit or authorize any action in violation of the
Applicable Laws;

(c) Distributor will not use money or other consideration paid by Linksys for any l!nlawful
purposes, including any purposes violating Applicable Laws, such as direct or Indirect
Partner Name/2T NonexdUSlve Dlstrtbu1or Agreemenl/Oata/CONFIDENTIAL
v. Asia June 2010

J
12
 payments, for the purpose of assisting Llnksys In obtaining or retaining business, lo any of
the following:
Government officials (including any person holding an executive, legislative, Judicial
(i)
or administrative office, whether elected or appointed, or of any public international
organization, such es the United Nations or World Bank, or any person acting In any
official capacity for or on behalf of such government, public enterprise or state-owned
business);

(II) Political parties or party officials;

(Iii) Candidates for political office; or

Any person, while knowing that all or a portion of such money or thing of ~lue. will
(iv) be offered, given or promised, directly or indirectly to any of the above-identified
persons or organizations.
Upon request by Unksys, Distributor will require that itS own subcontra~t~rs, consulta_nts,
(d) agents or representatives executed a written compliance statement containing !!,Ubstantially
similar representations as are contained in this section;
Distributor's record-keeping obligation, set forth in the "Audit" provision herein, shall equally
(e) apply to Distributor's representations and warranties in this sectio~, and Linksys' audit rights,
as set forth herein, apply to Distributor's compliance with the Apphcable Laws;

In no event shall Llnksys be obligat99 under this Agreement to take any action or omit t~ take
(f) any action that Linksys believes, in good faith, would cause it to be in violation of any laws of
the Terrltory(ies) identified in this Agreement or the Applicable Laws;

The owner(s), directors, officers and employees of Distributor's business are not government
(g) officials or employees (at any level of government);
The owner(s), directors, officers and employees of Distributor's business are not employees
(h)
of Unksys (including any of its affiliated companies);

Distributor has not been formally charged with, convicted of, or pleaded guilty to, any offense
(i)
involving fraud or corruption;
Distributor has not been listed by any government or public agency (such as the United
(J1 Nations or World Bank) as debarred, suspended, or proposed for suspension or debarment
or otherwise ineligible for government procurement programs;

Distributor has not offered to pay, nor has Distnbutor paid, any political contributions to any
(k)
person or entity on behalf of Linksys;

If Distribute~ is. a non-governmental entity, It will notify Linksys in writing if any of its owners,
(Q partners, pnncipals, officers, or employees are or beeome, during the term of this Agreement,
officials, officers or representatives of any government, political party or candidate for political
office outside the United States and are responsible for a decision regarding obtaining or
retaining business for Linksys Products by such government. Distributor will also promptly
inform Linksys if any other portion of the statements set forth in subsections (g) through (k)
above changes;
Notwithstanding ~ny other provisions in this Agreement, Linksys may terminate this
(m)
Agreement immediately upon written notice if Distributor breaches any of the ,representations

13
Partner Name/2T Nonexcluslva Dlalribulor Agreement/Date/CONFIDENTIAL
v. Asia June 2010
 • set forth 1n this sectlon· Distributor will.Indemnify and hold harmless Linksys
and warranties
for any violation by Distributor of any Applicable lawS,
(n) h t ( ) It shall comply with all Applicable laws;
Distributor
and (b) thishereby represendts
Agreement an ea anchd wfarraltsnt:n!isa
o areain full confonnance and compliance With.
such Applicable Laws;
(o)
Distributor shall use its best efforts to regularly lnf~nnAgLlnksys ~ft~:YS:~u~~::~~sd::~:
Applicable laws that directly or indirectly affect this reemen ' . I 'nd, stria! or Intellectual
of Products, or Llnksys' trade name, trademarks or commerc1a , 1 u
property Interests, Including, but not limited to, certification or type approval of the Products
from the proper authorities In the Territory; and
(p)
Additionally, Distributor shall comply, and notify Dealers o~ their obligations to comply,~
all applicable Linksys published policies, as published by Linksys and as amended from tn'!"e
to time. Distributor shall promptly notify Linksys of any failure by any Dealer to comply With
any of the foregoing policies that comes to Distributor's attention.

21.0 LIMITATION OF LIABILITY.

N01WITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF LINKSYS, ,.ITS AFFILIATES,
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS UNDER THIS AGREEMENT OR
OTHERWISE, SHALL BE LIMITED TO THE MONEY PAID TO LINKSYS UNDER THIS AGREEMENT
DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE
TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. THE
LIMITATIONS IN THIS SECTION SHALL APPLY NOlWITHSTANDING THE FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY.

22.0 CONSEQUENTIAL DAMAGES WAIVER.

IN NO EVENT SHALL LINKSYS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND
SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROF1TS, OR
LOST DATA. OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF
ANY KIND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, OR FOR ANY COSTS OR EXPENSES FOR THE
PROCUREMENT OF SUBSTITUTE PRODUCT, EVEN IF LINKSYS, ITS AFFILIATES, OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.

23.0 GENERAL PROVISIONS.

23.1 ferformance of DISTRIBUTOR. Distnbutor warrants that lt will at no time do, cause, or permj\ to be
done, published, or said, any information, act or thing which is or may be detrimental to the best
interests or the business reputation of Linksys.

23.2 Binding Nature, Assignment, and Subcontracting. This Agreement shall be binding on the parties
and
priortheir respective
written consentsuccessors
of Linksys. and assigns. Distributor may not assign this Agreement without the

23.3 Counterparts. This Agreement may be executed In several counterparts, all of which taken together
shall constitute one single agreement between the parties.

23.4 Headings. The section and sub-section headings used in this Agreement are for reference and
convenience only and shaU not be considered In the Interpretation of this Agreement.

Asia June 2010Nonexcluatve Dillrlbutor Agreemenl/Date/CONFIDENTIAL

Partner
v.
 23.5 Relationship of Parties. Distributor and Linksys will at all times perform their respective obligations
pursuant to this Agreement as Independent contractors. Nothing set forth in this Agreement shall be nd
construed to create the relationship of principal and agent, master and serva~t, or e~ploy~r a
employee between Distributor and Linksys. Both Llnksys and Distributor spec~cally d~laim any
intent to create through this Agreement the relationship of franchisor and franchisee. Neither party
shall act or represent itself, directly or by implication, as an agent of the other party.

23.6 Notices. Wherever one party is required or permitted to give ~otice t~ the other ~ursuant t~ this t
Agreement, such notice shall be deemed given when delivered via en:iall to the em~il address hS ed
below, in hand, by facsimile, overnight courier, or when malled by registered or certified mall, return
receipt requested, postage prepaid, and addressed as follows:
riotlces to Distributor:
Notices to Unksys:
Linksys Pte. Ltd.
38 Beach Road, South Beach Tower,
#30-11 , Singapore 189767
Attn: Legal Services

With a copy to:

Belkin International, Inc.
12045 E. Waterfront Drive
Playa Vista CA 90094-2536
United States
Attn: Legal Services

Either party may from time to time change 1,8 ~ddr~ss for n~tifi~ti~n purposes by ~iving the other
party written notice of the new addres!l Md thoa ci!llt~ upon which 1t will become effective.

Severabj!jty. If, but only to the extent that. any provi$ion of this Agreement is declared or found to be
23.7 illegal, unenforceable or void, then both psrti.oo shall be relieved of all obligations arising under such
provision, it being the intent and agreemeni of the parties that this Agreement shall be deemed
amended by modifying such provision. to the extent necessary to make it legal and enforceable while
preserving its Intent.
Waiver. A waiver by either of the parties of any covenants, conditions or agreements to be perfonned
23.8
by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach
thereof or of any other covenant. condition or agreement herein contained.

23.9 Non-exclusive Market and Purchase Rights. It is expressly understood and agreed that this
Agreement does not grant to Linksys or Distributor an exclusive right to purchase or sell Products
and shall not prevent either party from developing or acquiring or selling competing Products of other
vendors or customers.

23.10 Governing Law. The validity, interpretation, and performance of this Agreement shall be controlled
by and C?nstrued under the laws of the State of Callfomia, United States of America, as if performed
wholly within the state an_d without giving effect to the prlnclples of conflicts of law, and the State and
federal co~rts of_Califomra shall have jurisdiction over any claim arising hereunder. Notwithstanding
th_e foregoing, either party may seek interim injunctive relief in any court of appropriate jurisdiction
with r e ~ to any alleged breach of such party"s proprietary rights. The parties speclflcally disclaim
the application to this Agreement of the UN Convention on Contracts for the International Sale of
Goods.

23, 11 :~~ival. _Secttions 6._9, 10, 11,_ 1~, 15, 18, 19, 20, 21 , 22, and 23, and sub-sections 16.5 and 16.6
a survive erm1nation or expiration of this Agreement. · '

Partner Name/2T Nonexclusive Distributor AgreemenVDate/CONFIDENTIAL 15

v. Asia June 2010
 24.0 REQUIREMENTS FOR DEALERS.
24.1 Distributor shall use best efforts to resell Products solely to Dealers that comply with or have a written
agreement containing the minimum terms end conditions set forth In Exhibit C ~nd meets linksys'
then-current guidelines for Dealers. In the event Linksys develops a direct eulhonzation program for
Dealers, Distributor will use all commercially reasonable efforts to assist In the implementation of
such e program, including promoting such a program to Dealers and hosting or providing links to
applications and agreements provided to Distributor by Llnksys for use in such e program.

24.2 From time to time, Llnksys may, by written notice which references this sub-section 24.2, require that
Distributor cease accepting orders for Products from particular Dealer for the following reasons: (a)
the Dealer Is not complying with the program requirements set out In the foregoing sub-section 24.1;
(b) the Dealer Is a Llnksys competitor; or (c) the Dealer has engaged In actions which, In Llnksys'
reasonable Judgment, are contrary to law or to Linksys' best interests. Distributor agrees promptly to
comply with any such request with respect to any orders from such e Dealer which it receives more
than seven (7) days following Linksys' written request.

26.0 PROMOTIONS.

~nks~s may, from !ime to t_ime, offer to enter into certain promotional, pricing or marketing activities or
•~~nl!"es ('.'Pr"?motions") with one or more of Its authorised Asia Pacific distributors including, without
hm1lation, Distnbutor. Such Promotions will be subject to the provisions of Exhibit D and other applicable
terms and conditions of this Agreement.

Partner Name/2T NonexckJ1ive Dlalributor AQreemenllD1te/CONFIDENTIAI..

v. Asia June 2010
18

II
r

EXHIBITS

SUPPORT FOR LINKSYS PRODUCTS

1.
PRODUCT LITERATURE: Llnksys will use its commercially reasonable efforts to supply
Distnbutor with Linksys' usual commercial Product llterature for sales and techn ical information at
no charge.

2.
~UPPORT: Linksys will offer, at a minimum, email support for the Products to Distributor. Linksys
1s not obligated to provide support In local language unless otherwise stated in this Agreement.
3.
DOCUMENTATION: Products are accompanied by an installation guide for End Users.

L
 EXHIBITC

MINIMUM TERMS AND CONDITIONS FOR DEALERS

Each Dealer Agreement wlll contain the following minimum terms and conditions:

Territory Is no greater than Dlstnbutor's Territory.

(1)
~istrlbutor grants a non-transferable, non-exclusive right to Dealer to distribute the Products
(2) directly to End Users (as defined In the Agreement).
No title to the proprietary rights In any Products or documentation is transferred to Dealer by
(3)
Llnksys or Distributor.
Except to the extent otherwise expressly permitted under applicable law notwithstanding this
(4) restriction, Dealer will not translate, reverse complle or disassemble the Software and agrees to
transfer to End User a copy of the Software License Agreement provided by Distributor.

Dealer will not remove, alter or destroy any form of copyright notice, proprietary markings or
(5) confidential legends placed upon or contained within the Product or documentation.

Dealer will keep all Llnksys Proprietary Information confidential.

(6)
Use of the Marks In distribution, advertising and/or promotion of the Products will be In
(7) accordance with policies regarding advertising and trademark usage as established from time to
time by Linksys, and Dealer agrees to cooperate with Linksys In facllltatlng Llnk&ys' monitoring and

control of the use of any Marl<.

Llnksys makes no warranty to Dealer of any kind with respect to any Product or service, express
(8) implied, Including, without limitation, the implied warranties of satisfactory quality, merchantability,
or fitness tor a particular purpose (even if that purpose Is known to Link&ys) and non-infringement of
third party rights. Llnksys will not be liable to Dealer or Its customers for special, indirect,
consequential, or punitive damages.
Unksys shall not be liable to Dealer with respect to any claim asserted by Dealer relating to the use
(9) or performance of any Product. Except for the written limited warranty Llnksys provides with a
particular Product, Dealer may not make or pass on, and shall take all measures necessary to
ensure that neither It nor any of its agents or employees shall make or pass on, any warranty or
representation relating to that Product on behalf of Llnksys to any end user, or other third party.
Linksys shall have no obligation to fumish any assistance, Information or documentation to Dealer
with respect to any Product or service. ·
Dealer will take all reasonable steps when making proposals and agreements with foreign
(10) governments other than the United States which involve any Product or related documentation to
ensure that Linksys' proprietary rights In such Product or related documentation receive the
maximum protection available from such foreign government for commercial computer software

I
and related documentation developed solely at private expense.
 EXHIBIT D

TERMS AND CONDITIONS APPLICABLE TO LINKSYS PROMOTIONS

1. For the purposes of this Exhibit D, the follO'Ning definitions shall apply: .

o •Benefit• means a benefit offeredbY LInks Ys In respect of an Eligible

tributor Linksys Product
to Reseller and made
in accordance
available to Distributor and/or (as the case may be) by l01~- k shall at its sole discretion
with the provisions of the Promotion and this Agreemen m sys , .,
determine (i) the amount of any Benefit and (ii) the eligibility criteria of ~".Y Benefit and shall: 1n
each case, notify Distributor of the same In accordance with the prov1s10ns of the Promotion
and this Agreement;

o "Benefit Process• means the process described in any Promotion cor:nmunicati_on issu~ by
Linksys. Linksys shall be entitled to modify the Benefit Process at any time on wntten notice to
Distributor;

o "Eligible Linksys Product" means any Product from time to lime which may be specified by
Llnksys In its sole discretion and notified to Distributor in writing as being eligible for a Benefit
under or In connection with a Promotion;

o "Program Data• means, if applicable, the evidential data specified In the Benefit Process and
which Distributor is required to submit to Linksys or its designated agents or contractors in
accordance with this Agreement;

o "Reseller" means any Dealer reselling any Eligible Linksys Product in the Territory. A list of
Resellers together with details of Reseller Status shall be communicated to Distributor in writing
from time to time by Linksys. If Linksys does not provide Distributor with a list of Resellers, then
the relevant Benefit shall, subject lo the terms of the Promotion and this Agreement, apply to
any Dealer and this Exhibit shall be Interpreted accordingly;

o "Reseller Criteria" means the criteria, if any, which Llnksys shall use to determine the Reseller
Status; and

o "Reseller Status• means, if applicable, the status of a Reseller which is e><pressed as a funetion
of the Reseller's compliance with the Reseller Criteria (if any) and which is used by Linksys to
determine the amount of any Benefit payable to the Reseller under the Promotion.

2. All other defined terms In this Exhibit shall have the meaning set out in the Agreement

3. Where this Exhibit provides for written notice to be given by Linksys to Distributor, Linksys may also
give such written notice to Distributor by email, Llnksys circular, or by web posting on a Linksys
Promotion website. Notices sent by email to (a) the email address Specified in Section 23.6 of the
Agreement
be deemed or
to (b)
be the lastdelivered.
validly email address specified by Distributor In writing to Linksys shall, in each case,

Term; Termination

4. Unless otherwise explicitly stated by Linksys in any applicable Promotion communication, each
Promotion
sole shall have a term not exceeding a Linksys fiscal quarter (as determined by Llnksys In its
discretion).

5. Llnksys
to reserves the right to terminate any Promotion at its sole discretion immediately on written notice
Distributor.
 _ Unksys shall be enti~led to modify or terminate an Prom . .
to do so by_ a~y ~pphcabl~_ law or regulation, an y vem otion with Immediate effect if (i) it is required
6
competent Junsd1ct1on or (11) Distributor fails at a~ Sf, t mental or regulatory authority or any court of
O
or (iiQ Distributor is in breach of the terms and i comply_ with a_nr part of the Benefit Process
Agreement Any accrued benefits under a Prom it ons of this Exh1b1t D or any provision of the
the effective date of termination by Linksys. otlon shall be paid out within forty-five (45) days from

7. or
Distributor shallisbe
(ii) Linksys in entitled
materialtobreach
terminate
of 8 pp romo~ion
. only .if ~.1) It Is entitled to terminate this•Agreement
8 nd
fourteen (14) days from the date of Distrib~t~ onrla fails lo rem~ such material breach within
requiring its remedy. 0 s w tten notice specifying such material breach and

8· ;>':~!o~:n~ terminatio~ arising pursuant to Sections 6(ii) and/or 6(1ii) above (for which Unksys
. . rtght t~ terminate the Agreement and any Promotion immediately on written notice to
Distnb~tor) , teimlnation of a Promotion shall not affect the validity of the Agreement. The termination
or ~xp1ry of me Agreement shall cause any Promotion to terminate with Immediate effect For the
avoidance of doubt, the operation of any post-term provisions set out in the Agreement shall not be
construed as extending the validity, term or effect or any Promotion.
9. If a Promotion ls termlnated for whatever reason, any benefits that have not accrued to Distributor under
a Promotion will be forfeited by Distributor.

Payments and Taxes

10. All amounts paid or credited by Linksys under a Promotion are inclusive of any taxes, fees and duties
or other amounts, however designated, and including without limitation, any sales, valufrSdded,
property, or withholding taxes which are levied or based upon such amounts or upon a Promotion
(collectively, "Taxes") and in all cases such Taxes are the responsibility of Distributor.

11. Distnbutor's entitlement to any sum under a Promotion Is contingent on Distributor's full compliance
with the terms and conditions of the relevant Promotion and this Agreement
12. n,e payment of any sum due to Distributor shall be made by Linksys or its authorised agents or
contractors and may be in the form of a credit note or cash payment, as determined by Linksys in its

sole discretion.
13. If for any reason, Linksys or its authorised agents or contractors, has over-paid any sum to Distributor,
Distributor shall be deemed to hold any excess sums on trust for Linksys and shall remit such sums
promptly to Llnksys without demand.

Eligible Unksys Products and Reseller Status

14. No products are eligible for a Benefit other than Eligible Linksys Products. Products which are eligible
for a Benefit under a Promotion are not eligible for any other Linksys incentive program, promotion or
marketing actiVlty unless otherwise expressly agreed in writing by Linksys.
15. Linksys reserves the right, at its discretion, Immediately to add or remove any Eligible Linksys Products
by written notice to Distributor.
16. Linksys reserves the right, al its discretion, immediately to add or remove any Reseller by written notice
to Distributor.
17. Linksys reserves the right, at Its discretion, immediately to amend the Reseller Criteria by written notice
to Distributor.
r
t.10 n provide Distributor With a list of a\\
18. L\nksys may, f rom fme
1 t. with
,on a list Ell9'ble '. · appr1cab le
d th e,r
s!i . aofPromo
Status
to time In connec
11 1 Linksys Products an
Resellers in the Territory, the Rel ~y Llnksys In Its sole discretion.
Benefit each as shall be determ n • t · d'

made pursuant to Secti on_s 15to

th 18 ffective
, . Ex'
ofth1s h'bit D inclusive shall be w1thou preJu ice
19. Any changes date of such change. .
to any credits that may have accrued pnor to ee

Benefits and the Benefit Process

. communication
20. If Linksys specifies in the Promotion . th a~ the lier
Benefit
who is aimedinto
enters at Resellers,
a contract Distributor
of sale for
shall ensure that it provides at \east the Benefit to any h8i:e fit will be provided to ihc Reseller in the
the purchase of andiscount.
Eligible Linksy_s Produ7t and th at su~ tn~
form of an upfront Notwithstanding the foregoing, m sy s agrees and accepts that Distributor
shall be free to set its own resale prices.

21 . If Linksys specifies in the Promotion communication that the B~efrt is ~imed at .Resell_ers, Distributor
shall provide the
to Distributor Benefitnotice.
by written to Resellers only. Linksys shall, from time to time, provide a hst of Resellers

22. Distributor agrees and accepts that where a Promotion is aimed at Distributor, Distributor's eligibility for
any Benefit
criteria under
therefor, as such Promotion
evidenced by theIsProgram
contingent on Distributor's co,m pllance In full with the relevant
Data.

23. Distributor further agrees and accepts that Distributor's eligibility for any credit in relation to any Benefit
provided to Reseller in accordance With Section 21 of this Exhibit D is contingent on Distributor's
submission of complete and accurate Program Data in accordance with Section 25 of this Exhibit D.

24. • any d;sp,te arises ;n ,elation to Dotr""'°'' entiUem,ot to a Benefit, Llnksys shan be the sole a,t,;te,
in the dispute and Distributor shall be bound by linksys' determination in relation to such dispute.

25. Any =dis, adJ"'tment, o, any othe, amount cia"'8d "nde• °' ;, OOOOectioo w;th a Pmmotkm
(;OdWk!ualy o, ool~otive!y a "Claim) m,Ol, ,01e,. e,p...,ly stated othe<w"8 by Uoks,s ;, Writiog be
sub_mitted ~y Distributor In writing within fort_Y five (45) days of the entitlement date for making s~ch
Claim and in eact, case must be accompanied by the Program Data. Any Claims not received with
valid P,ogmrn Data by Lmksys wOh;o '"'h 45 day time '"" wi,be deemed ;. .vocab~ wa;yed by
Disbibutor and such Claims may be rejected by Linksys without liability to Distributor.

26. Tho '"S"l"""""t• of the AQ,eemeot wt,;Oh ,olate to l>otrib"'°'• a,d, and '""""-keep;ng obi9at1oo,
shall apply to the Program Data and to any other data submitted by Distributor to Linksys, its designated
agents or contractors under or in connection with a Promotion.

27. My and all Benefits a,e payable oet of aoy ••~"'ble (a) P<od,ot <et,m,; (bl pmd,et o;-•ts; (c)
price protection
separate credits;
from the (d) Taxes
relevant and (d) any funds or benefits made available to Distributor by Linksys
Promotion.

28. breach
Distributor agrees
of this and accepts that the submission of false and/or incorrect Program Data shall be a
Agreement.

29. To the extent that Distributor (a) communicates information regarding a Promotion or, (b) promotes or
advertises a Promotion, in each case to its customers (which may include Resellers), Distributor shall
ensure that such information is (and remains) complete and accurate. Distributor shall indemnify
Linksys and hold Linksys harmless against any claims, losses, costs, fines, damages or losses arising
in relation to any statement or communication made in addition to the information provided by Linksys
and for any misrepresentation of Linksys' reputation or the terms of any Promotion.