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

CISCO SOLUTION PARTNER FRAMEWORK AGREEMENT (V.3) (April 2020) Page 1 of 7

competitive with any Cisco product, services or solution. Where such termination occurs, Cisco has no obligation to
conduct or finish any interoperability testing
5. INDEMNIFICATION. Subject to Section 6, Partner shall indemnify, defend and hold harmless Cisco from any claim,
loss, damage, or expense, including but not limited to, reasonable court costs and attorneys’ fees, resulting from any
claim made by a third party that Partner Content infringes third party Intellectual Property rights, whether or not the
claim arises as a result of combination or interoperability with Cisco Products.
6. LIMITATION OF LIABILITY, DAMAGES WAIVER & WARRANTY DISCLAIMER.
A. SUBJECT TO SECTION 6(B), EACH PARTY’S TOTAL AGGREGATE LIABILITY IS LIMITED TO THE GREATER OF
U.S.$100,000 OR THE MONEY PAID TO CISCO UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD
PRIOR TO THE EVENT FIRST GIVING RISE TO SUCH LIABILITY.
B. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES ANY LIABILITY, IRRESPECTIVE OF WHETHER FORESEEN,
FORESEEABLE, KNOWN OR OTHERWISE, OF EITHER PARTY TO THE OTHER PARTY FOR OR ARISING OUT OF: (I) FRAUD
OR FRAUDULENT MISREPRESENTATION; (II) BREACH OF CONFIDENTIALITY; (III) BODILY INJURY OR DEATH CAUSED
BY ITS NEGLIGENCE; (IV) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW; OR (V),
OF PARTNER, OUT OF ITS BREACH OF ITS INDEMNIFICATION OBLIGATIONS IN SECTION 5 OR MISUSE OF ANY
INTELLECTUAL PROPERTY RIGHT.
C. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE FOR
(I) ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR UNFORESEEN DAMAGES; (II) LOSS,
CORRUPTION, OR INACCESSIBILITY OF DATA; OR (III) LOSS OF REVENUES, PROFITS, BUSINESS, GOODWILL, OR
ANTICIPATED OPPORTUNITY, SALES, OR SAVINGS WHETHER ARISING IN CONTRACT OR TORT (INCLUDING
NEGLIGENCE) EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY THEREOF.
D. PARTNER ACCEPTS ALL PROGRAM SERVICES AND CISCO CONFIDENTIAL INFORMATION “AS IS” AND WITH ALL
FAULTS. ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS OR WARRANTIES INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE
(EVEN IF KNOWN TO CISCO), NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF
DEALING, LAW, USAGE, OR TRADE PRACTICE ARE HEREBY EXCLUDED TO THE GREATEST EXTENT ALLOWED BY
APPLICABLE LAW.
7. COMPLIANCE WITH LAWS AND CISCO’S POLICIES. Cisco requires that all of its suppliers, subcontractors,
channel partners, consultants, agents and other parties with whom Cisco does business act at all times in a professional
and ethical manner in carrying out their services and contractual obligations to Cisco, or on Cisco’s behalf to a Cisco
customer or other third party. To that end, Partner must undertake to strictly comply with any and all country, federal,
state and local laws, ordinances, codes, regulations, rules, policies and procedures, including, but not limited to, anti-
corruption laws, such as the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act, other anti-bribery laws (“Applicable
Laws”). Partner can find more information about the FCPA at the following URL:
http://www.usdoj.gov/criminal/fraud/fcpa/, or by contacting [email protected]. Any violation of
Applicable Laws in a country and regulations shall represent breach of this Agreement and could results in immediate
termination of the business and contractual relationship between the Parties.
8. GENERAL TERMS.
A. This Agreement shall be governed by the English language, and its choice of governing law, jurisdictional
consents, and definitions of “Cisco” shall be as set forth in Exhibit C.
B. Either Party may seek injunctive relief for any threatened or actual breach of this Agreement.
C. This Agreement has no third party beneficiaries and is not an executory agreement.
D. This Agreement does not entitle Partner to resell and/or purchase any Product.
E. If any part of this Agreement is held void or unenforceable, the remainder continue in full effect.
F. Cisco may modify or discontinue all or part of Program at its discretion.
G. Absent Cisco’s prior written consent, Partner, including by change of control, shall not assign all or part of this
Agreement, and Partner’s attempted unconsented assignment shall be void and immediately terminate this
Agreement.
H. This Agreement is the entire agreement between the Parties regarding the Program and, except by a written
amendment hereto signed by the Parties or except as to changes hereunder to the Program Guidelines, any conflicting
or different term in any purchase order or other document has no effect hereupon.

CISCO SOLUTION PARTNER FRAMEWORK AGREEMENT (V.3) (April 2020) Page 2 of 7

 I. In the event of any conflict between this document and the Program Guidelines, this document shall govern.
Cisco may require Partner to pay additional fees or consent to additional terms to access Program Services or, if
permitted, Products.
J. These terms survive the expiration or earlier termination of this Agreement: All definitions; each Party’s duties as
to Confidential Information for three (3) subsequent years; Sections 2(C), 5, 6, the Publicity section set out in the
Program Guidelines; and Cisco’s archival rights under Section 4.
K. Partner represents and warrants that the person click-accepting this Agreement is authorized to do so.
L. All activities hereunder shall be conducted electronically with notices to Partner to any Partner contact known to
the Program sending an email to [email protected] and initiating a Program support case via the
Program Web Site.

CISCO SOLUTION PARTNER FRAMEWORK AGREEMENT (V.3) (April 2020) Page 3 of 7

 EXHIBIT A TO SOLUTION PARTNER FRAMEWORK AGREEMENT
DEFINITIONS
Capitalized terms shall have the defined meanings set forth in this Exhibit A and elsewhere in this Agreement.
1. “Affiliate” means a company that controls, is controlled by, or is under common control with a Party.
2. “Bankruptcy” means: (i) a Party’s insolvency; (ii) the institution of any proceeding regarding a Party’s financial
condition or credit standing, including bankruptcy or reorganization; or (iii) the appointment of a receiver or trustee
for a Party.
3. “Cisco” means Cisco Systems, Inc. or its applicable affiliate(s), including as listed in Exhibit C, and otherwise as
determined at Cisco’s discretion.
4. “Claim” means all claims, suits, demands, and actions made or brought by a third party against a Party.
5. “Confidential Information” means any information disclosed by one Party or its affiliates or agents (collectively,
“Discloser”) to the other Party or its affiliates or agents (collectively, “Recipient”) and (a) designated as confidential
or the like upon disclosure and, if disclosed verbally, confirmed in writing within thirty (30) days; or (b) accessible via
Cisco-issued credentials for non-public access to Cisco systems and the Program Web Site.
6. “Effective Date” means the date on which this Agreement is click-accepted.
7. “Intellectual Property Right” means any intangible and exclusionary property rights in any jurisdiction including (a)
inventions, patents, patent applications, invention disclosures, or any potentially patentable subject matter; (b) all
copyrights in all works and all registrations, applications, and moral rights associated with same; (c) irrespective of
registration, all logos or other indicia of corporate identity or the source of any good, technology, or service and all
registrations and applications associated with same; (d) all know-how and trade secrets; and (e) all Confidential
Information and information otherwise protected via agreement(s) between the Parties.
8. “Partner Content” means all logos, text, and other materials uploaded or otherwise provided by Partner to Cisco.
9. “Partner” means the legal entity that, through its representative, has click-accepted this Agreement.
10. “Party(ies)” means Cisco or Partner or both, as the case may be.
11. “Product” means any Cisco product, technology, service, platform, hardware, documentation, or software that
Cisco, at its discretion, may permit Partner to access or use.
12. “Program” means the Cisco Solution Partner Program.
13. “Program Guidelines” means the Cisco online document providing other Program details, including as Cisco modifies
that document at its discretion, effective ten (10) days after Cisco’s posting of same except that modifications of the
Membership Fee shall be applicable to the Partner’s then-subsequent Renewal Term, if any.
14. “Program Logos” means one or more Program logos or other designations as authorized by Cisco, at its discretion,
but shall exclude the Cisco corporate logo in any form and all other Cisco logos and designations.
15. “Program Service(s)” means the Program services and tools that may be available, at Cisco’s discretion, to eligible
Program partners as set forth in the Program Guidelines and the Program Web Site.
16. “Program Web Site” means, collectively, the Cisco Web sites, pages, and linked or referenced online content that
provide information related to the Program, including at http://solutionpartner.cisco.com/site/index.gsp.
17. “Solution” means each iteration of Partner’s offerings, including as may be validated under this Agreement and
applicable test plans to be interoperable with one or more Products.

CISCO SOLUTION PARTNER FRAMEWORK AGREEMENT (V.3) (April 2020) Page 4 of 7

 EXHIBIT B TO SOLUTION PARTNER FRAMEWORK AGREEMENT
MUTUAL NON-DISCLOSURE AGREEMENT
1. PURPOSE. “Purpose” means, collectively, (i) evaluation of business opportunities with Discloser; (ii) performance of
contractual duties to Discloser; (iii) compliance with Applicable Laws, provided that such compliance with a disclosure
order of a tribunal, except when impractical or legally prohibited, shall require Recipient to provide written notice prior
to the disclosure to afford Discloser reasonable opportunity to seek protective relief from such order at its expense; and
(iv) any specific purpose permitted by Discloser in a separate written agreement between the Parties.
2. DUTIES. Recipient shall maintain all Discloser’s Confidential Information in strict confidence, restricting access to
Discloser’s Confidential Information to only those individuals who have a need to know the Confidential Information for
the Purpose and who are bound by obligations that are consistent with this Mutual NDA. In all instances, Recipient shall
use Discloser’s Confidential Information only for the Purpose. Recipient must protect Discloser's Confidential Information
to the same degree and standard of care that Recipient protects its own confidential information of like nature, but not
less than to a reasonable standard of care. Within thirty (30) days of Discloser’s written request, Recipient shall return,
permanently destroy, or permanently erase Discloser’s Confidential Information and provide written certification of same
to Discloser.
3. EXCLUSIONS. Recipient shall have no duties of confidentiality and non-use as to information that: (i) becomes
publicly available, absent Recipient’s breach; (ii) is received on a non-confidential basis from a third party absent a breach
of duty to Discloser; (iii) is independently known by Recipient without confidentiality restriction prior to disclosure as
evidenced by Recipient's written records; (iv) is developed independently by Recipient without reference to Discloser’s
Confidential Information as evidenced by Recipient's written records; (v) is disclosed by written authority duly-granted
to it by Discloser; or (vi) is Partner Content.

CISCO SOLUTION PARTNER FRAMEWORK AGREEMENT (V.3) (April 2020) Page 5 of 7

 EXHIBIT C TO SOLUTION PARTNER FRAMEWORK AGREEMENT
CHOICE OF GOVERNING LAW & JURISDICTIONAL CONSENTS

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

Israel, the Asia Pacific Region Cisco International Limited, a • England.

(excluding China, Australia, India, United Kingdom company having • Jurisdiction of the courts in England.
Republic of Korea, and Japan), the its principal place of business at 1
Middle East, Africa, or Central or Callaghan Square, Cardiff, CF 10
Eastern Europe (excluding 5BT, United Kingdom.
Switzerland, the Netherlands, the
Russian Federation, and any member
states of the European Economic
Area).

CISCO SOLUTION PARTNER FRAMEWORK AGREEMENT (V.3) (April 2020) Page 6 of 7

 Partner’s Principle Place of Business “Cisco” means Governing Law & Jurisdictional Consent
Italy Cisco Systems (Italy) s.r.l., an • England.
Italian company having its • Jurisdiction of the courts in England.
principle place of business at Via
del Serafico, 200 00142 Roma,
Italy.
Japan Cisco Systems G.K., a Japanese • Japan.
corporation having its principal • Jurisdiction of the courts in Japan.
place of business at Midtown
Tower Building 9.7.1, Akasaka,
Minato-ku, Tokyo 107-6227, Japan.
Latin America, the Caribbean, the Cisco Systems, Inc., a California • State of California and the United
United States of America; Brazil for corporation having its principal States of America, as if performed
Partner’s not-for-resale purchases place of business at 170 West wholly within that State.
hereunder and for Program Services Tasman Drive, San Jose, California • Jurisdiction of the state and federal
offered by Cisco Systems, Inc. in 95134, United States. courts in California.
Brazil; or other countries or regions
not otherwise identified in this table.
Russian Federation Cisco Solutions LLC, a Russian • Russian Federation
limited liability company having • Jurisdiction of the federal courts in
its principle place of business at Moscow, Russian Federation.
Krylatskaya Street, 17, Building 4,
Moscow 121614, Russian
Federation.

CISCO SOLUTION PARTNER FRAMEWORK AGREEMENT (V.3) (April 2020) Page 7 of 7