Cisco Solution Partner Framework Agreement
Cisco Solution Partner Framework Agreement
By click-acceptance, Partner agrees and enters into this online Solution Partner Framework Agreement (“Agreement”)
with Cisco or one of the Cisco affiliates listed in Exhibit C, as of the Effective Date, which Agreement consists of these
integrated parts:
1. This document and its hereby-incorporated Exhibit A (Definitions), Exhibit B (Mutual Non-Disclosure
Agreement) (“Mutual NDA”), Exhibit C (Choice of Governing Law & Jurisdictional Consents);
2. The Cisco Solution Partner Program Guidelines;
3. All online contractual terms, policies, and Cisco requirements referenced in or linked via any of the foregoing,
including all successor URLs.
1. FEES AND DUE DILIGENCE. a) Partner shall pay to Cisco all applicable Program fees as required hereunder,
including a Program membership fee (“Membership Fee”) for the Initial Term, and for each subsequent Renewal Term.
All Program fees are payable in U.S. dollars, exclude all governmental taxes, duties, and charges of any kind, and are
non-refundable and non-prorated; b) Partner must complete any due diligence or other questionnaire provided by Cisco
and must comply with such other due diligence or other compliance requirements requested by Cisco in writing.
2. INTELLECTUAL PROPERTY.
A. Nothing in this Agreement shall transfer any right, title, or interest in or, except as expressly set forth herein, grant
any license, express, implied, or by estoppel, to any property, Intellectual Property Right, or Confidential Information of
either Party. Partner shall use Program Logos only as authorized in the Program Guidelines and otherwise by Cisco in
writing.
B. Partner shall be solely responsible for all Partner Content, including as to its compliance with Partner’s branding
guidelines and other policies. Partner grants to Cisco a worldwide, royalty-free, sub-licensable, transferable license to
use, copy, create derivative works, disclose, distribute, process, store, and publicly perform and display the Partner
Content regarding the Program or to exercise or protect Cisco’s rights or comply with Applicable Law.
C. Program and all related records are Cisco’s Confidential Information and property.
3. CONFIDENTIALITY. The Parties hereby agree and enter into the Mutual NDA attached as Exhibit B, as of the
Effective Date. The Mutual NDA shall not amend or supersede any confidentiality protection or duty of either Party
under any other agreement.
4. TERM AND TERMINATION.
A. This Agreement commences on the Effective Date and shall have an initial term ("Initial Term") ending
twelve (12) months thereafter. Following the Initial Term, the Agreement shall renew for additional one (1) year terms
(each a "Renewal Term,") provided Partner pays Membership Fee for the Renewal Term.
B. The Agreement shall expire in the event Partner has not paid applicable Membership Fee.
C. Either party may choose to not renew this Agreement by providing the other party sixty (60) days advance written
notice of its intent not to renew the Agreement prior to the end of the Initial Term or any Renewal Term, as applicable.
D. All licenses granted hereunder shall terminate thirty (30) days after the expiration or earlier termination of this
Agreement, except that Cisco may continue to store Partner Content for archival purposes.
E. Within the first thirty (30) days following the Effective Date of this Agreement, either party may terminate this
Agreement for convenience with no notice. After the first thirty (30) days following the Effective Date, this Agreement
may be terminated for convenience, for any reason or no reason, by either party upon no less than thirty (30) days prior
written notice to the other.
F. This Agreement may be terminated by Cisco for cause at any time upon Partner's material breach of the
Agreement, on ten (10) days’ notice, except that this Agreement may be terminated by Cisco immediately upon
Partner's breach of any provision of Section 2 (Intellectual Property); Section 3 (Confidentiality); Section 7 (Compliance
with Laws, including Anti-Corruption Laws, and Cisco Policies); where Partner breaches the Publicity section set out in
the Program Guidelines; and Partner fails to complete any due diligence questionnaire or other questionnaire provided
by Cisco and/or to comply with such other due diligence or other compliance requirements requested by Cisco in
writing and/or to meet Cisco’s general due diligence requirements.
G. Cisco may terminate for convenience immediately where Cisco determines, in its sole discretion, that Partner
either (1) is using or has used Program benefits to promote any Partner product, service or solution that is deemed to
be competitive with any Cisco product, service or solution; or (2) that Partner has a product, service or solution that is
As determined by the Partner’s principle place of business in the following table, the applicable definition of “Cisco,”
choice of governing law, and Parties’ exclusive jurisdictional consents shall be as set forth in this Exhibit C, irrespective
of any principles of conflicts of laws. Cisco may, from time to time and at its discretion, replace or add Cisco entities
without the need to amend this Agreement, in each such case “Cisco” means the local Cisco entity doing business with
Partner. The Parties disclaim the application of the U.N. Convention on Contracts for the International Sale of Goods.
Partner’s Principle Place of Business “Cisco” means Governing Law & Jurisdictional Consent
Australia Cisco Systems Australia Pty • New South Wales, Australia.
Limited, ABN 52 050 332 940, an • Jurisdiction of state and federal courts
Australian corporation having its within the State of New South Wales,
principal place of business at L10, Australia.
80 Pacific Highway, North Sydney,
NSW 2059, Australia
Brazil for not-for-resale purchases or Cisco Commercio e Servicos de Brazil
for Program Services offered in Brazil Hardware e Software do Brazil
by Cisco Commercio e Servicos de Ltda., a Brazilian company having
Hardware e Software do Brasil Ltda its principal place of business at
CENU – West Tower, 2nd Floor,
Room 1, Av. das Nações Unidas
12901, Brooklin Novo, São Paulo –
CEP, Brazil, 04578-000.
Canada Cisco Systems Canada Co., a • The Province of Ontario, as if
Canadian corporation having its performed wholly within the province.
principal place of business at 88 • Jurisdiction of the courts of the
Queens Quay West, Suite 2700, Province of Ontario.
Toronto, Ontario, M5J 0B8,
Canada.
India, the Netherlands, or Republic of Cisco Systems International B.V., • England.
Korea a Netherlands corporation having • Jurisdiction of the courts in England.
its principal place of business at
Haarlerbergpark, Haarlerbergweg
17-19, 1101 CH, Amsterdam, the
Netherlands.
China Cisco China Company, Limited, a • People’s Republic of China
China company having its • Arbitration at China International
principal place of business at Economic and Trade Arbitration
Building No.3, 19 and 20 Floor, Commission in Beijing
Wangjiang International Center,
Shangcheng District, Hangzhou
City, China