Become A Partner

Silver Partner Agreement:
BORDERWARE TECHNOLOGIES INC.
										Silver Partner Reseller Agreement
										This Reseller Agreement ("Agreement") is a contract between you (either an individual or a single entity) ("Partner") and BorderWare Technologies Inc.  CLICKING ON THE “I ACCEPT” BUTTON AT THE END OF THIS AGREEMENT INDICATES YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO CONTRACTUALLY BIND PARTNER. IF YOU DO NOT HAVE THIS AUTHORITY, YOU SHOULD SELECT “I DO NOT ACCEPT” AND REQUEST APPROVAL FROM SOMEONE WHO DOES HAVE THIS AUTHORITY.   IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE “I DO NOT ACCEPT” BUTTON AND YOU WILL NOT BE AUTHORIZED TO BECOME A RESELLER OF BORDERWARE’S PRODUCTS AND SERVICES.
										Recitals:
										WHEREAS, BorderWare Technologies is engaged in the development, marketing, distribution and licensing of certain internet messaging security products and professional services (hereinafter “Products and Services”); and
										WHEREAS, Partner is engaged in the business of licensing software products to end users and wishes to resell licenses for BorderWare Technologies’ Products;
										NOW, THEREFORE, in consideration of the above premises and intending to be legally bound, the Parties agree as follows:
										1.	Partner Appointment
										BorderWare Technologies grants and Partner accepts a non-exclusive appointment to resell Products and Services to end users only in the Territory indicated by  Partner in the online application process and to purchase Products and Services for Partner’s own internal use under the terms and conditions stated herein.
										2.	Rights and Responsibilities of the Parties	
										
										2.1	BorderWare Technologies shall:
										(a)	Grant Partner a license to use all BorderWare Technologies trademarks and trade names related to the products provided that Partner shall use all trademarks and trade names in a manner consistent with BorderWare Technologies’ usage policy and that BorderWare Technologies shall have the right to revoke any and all permitted uses under this paragraph in the event Partner uses a trademark or trade name in a manner which would tend to dilute the strength of that trademark or trade name; 
										(b)	Permit Partner to represent itself as a non-exclusive partner of BorderWare.  
										(c)	Provide Partner with:
										•	sales and marketing support starter pack
										•	access to webinar sales training and Product/Service updates through BordeWare’s secure partner website
										•	participation in Product promotions
										•	access to BorderWare’s technical knowledge base, including web-based technical training
										2.2	Partner shall:
										(a)	Use commercially reasonable efforts to sell the Products and Services; 
										(b)	Purchase all Products from a BorderWare Technologies Authorized Distributor; 
										(c)	Meet and maintain technical training requirements during the first 90 days of the partnership  and refresh skills and knowledge from time to time by attending product training courses for sales and technical development offered by BorderWare Technologies;
										(d)	Pay all applicable taxes and duties, directly to the appropriate taxing authorities;
										(e)	Display, operate and demonstrate Products strictly in accordance with BorderWare Technologies’ software license terms and conditions, and the instructions set out in current Product end-user documentation;
										(f)	Not copy, decompile, disassemble or otherwise reverse-engineer or reproduce, or knowingly allow others, including without limitation, Customers to perform such reverse-engineering of Products. Partner shall not remove and shall maintain at all times the prominent display of BorderWare Technologies’ copyright and/ or proprietary notices in and on the Products. Partner acknowledges and agrees to fully respect and comply with the protection provided under the copyright laws of nations where the software is installed and under all international conventions;
										(g)	Not use any of BorderWare Technologies’ proprietary information, including but not limited to business and/or Product/Service plans, pricing, software, appliances, designs and documentation, for any reason other than the promotion of Product and Service sales hereunder;
										(h)  Not claim any right or title in, or ownership of any BorderWare Technologies Product, trademarks, trade names or other information proprietary to BorderWare Technologies;
										(i)	Not assign this agreement to any third party without advance, written agreement from BorderWare Technologies.
										(j) Use best efforts in combination with BorderWare Technologies to develop potential sales opportunities and agree to mutually facilitate and participate in sales and marketing efforts to build strong and cooperative group of staff resources.
										3.	Term
										3.1	This Agreement shall remain in full force and effect unless terminated as provided for herein, for a period of one (1) year after which it will renew automatically for additional one (1) year periods, until terminated in writing by one of the Parties on thirty, (30) days written notice.
										3.2	Either party may terminate this Agreement (or the authorization granted hereunder) solely for convenience and without showing cause upon thirty (30) days prior written notice to the other party.
										3.3	This agreement may be terminated immediately, without further notice if either party:  (i) materially breaches the terms of this agreement; or (ii) becomes insolvent or files a petition of bankruptcy.
										4.	Intellectual Property Rights and Confidentiality
										4.1	Partner acknowledges that all Intellectual Property Rights in Products and Services (including any modifications thereto developed by or on behalf of BorderWare Technologies) and the goodwill associated therewith belongs to BorderWare Technologies and its licensors and further acknowledges that ownership of the Products and the Intellectual Property Rights therein shall be held in the name of BorderWare Technologies and its licensors.  Partner does not have the right to create any derivative works under the terms of this Agreement.
										4.2	Partner covenants to BorderWare Technologies that it shall keep confidential the confidential information (defined as all data and information relating to the business, plans or management of BorderWare Technologies  which, when disclosed to Partner in written, oral or other form, is designated, marked or otherwise identified as “confidential”) of BorderWare Technologies to which Partner obtains access as a consequence of entering into this Agreement and that it will take all reasonable precautions to protect such confidential information from any use, disclosure or copying, except as expressly authorized by this Agreement, and to only use the confidential information for the benefit of BorderWare Technologies as contemplated herein.
										5.	Warranties and Indemnities
										5.1	No Implied Warranty.  BORDERWARE TECHNOLOGIES EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT, INCLUDING IMPLIED REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING OR USAGE OF TRADE.
										5.2	Indemnity for Partner’s Negligence and Misrepresentation. Partner shall indemnify and hold BorderWare Technologies harmless from any and all claims, damages and expenses of any kind or nature, together with legal fees and expenses incurred in connection therewith arising out of the negligence, misrepresentation or other misconduct of Partner, or arising from any acts of commission or omission by Partner with respect to its sale of Products under this Agreement. Partner warrants that all information provided to BorderWare Technologies 
										5.3	Limited liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BORDERWARE TECHNOLOGIES’ LIABILITY TO PARTNER, IF ANY, FOR ANY BREACH BY BORDERWARE TECHNOLOGY OF ANY OF THE TERMS AND CONDITIONS HEREOF SHALL BE LIMITED TO DIRECT DAMAGES ONLY.  IN NO EVENT SHALL BORDERWARE TECHNOLOGIES OR ITS LICENSORS BE LIABLE FOR ANY OTHER DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OR OTHER PECUNIARY LOSS) ARISING OUT OF ANY BREACH OF THIS AGREEMENT, EVEN IF BORDERWARE TECHNOLOGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  
										6.	General
										6.1	Choice of Law.  This Agreement shall be interpreted under the laws of the Province of Ontario except for its conflict of law rules.
										6.2	Entire Agreement.  This Agreement sets forth the entire agreement and understanding between the parties as to its subject matter and is intended to be the complete and exclusive statement of such agreement and understanding.
										6.3 Independent Contractors.  The parties to this Agreement are independent contractors.  Partner shall not, except in accordance with this Agreement, represent itself to be an agent or legal representative of BorderWare Technologies.
										6.4	Export.  Partner agrees to comply with all applicable export control laws and regulations.
By clicking submit you are agreeing to the terms of the agreement
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