If you would like to apply for the application partner agreement, please read the following terms and conditions and apply below.
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"UNIVERGE(TM) Solutions Partner Program Terms and Conditions" of NEC Corporation (hereinafter called "NEC")
1. (Definitions)
The following terms shall have the meanings set forth below:
(a) The “Program” means “NEC UNIVERGE(TM) Solutions Partner Program”
(b) The “Partner” means any company participating in the Program pursuant
to this Terms and Conditions
2. (USP program EMEA Office)
The EMEA office of the Program is located at Anton Philipsweg 1, 1223 KZ Hilversum, The Netherlands (NEC Unified Solutions EMEA, UNIVERGE Portfolio Department).
3. (Purpose)
The purpose of the Program is to create new integrated solutions, combining NEC' UNIVERGE(TM) series products and Partner's products, and to increase the value of both products in their related market though marketing activities focusing on such integrated solutions.
4. (Partner's Condition)
Each Partner shall be the duly organized and existing company which is engaged in the business of manufacturing and selling of any product satisfying the purpose set forth in Article 3.
5. (Application)
The company, which agrees with this Terms and Conditions, will submit to NEC a certain application form (web form) designated by NEC to participate in the Program.
Upon receipt of such application form, NEC will examine the contents of the application concerned and provide the company with the result of such examination within thirty (30) days after receipt of such application.
6. (Membership fee)
Membership fee’s depend on the allocated level in the USP program.
# Level 1 8000,- EUR per year (FY)
# Level 2 3000,- EUR per year (FY)
# Level 3 > no fee applicable
7. (Termination of Membership)
The Partner loses its membership of the Program due to withdrawal, failing payment terms, expulsion or dissolution as set forth in Articles 8 through 10 below.
8. (Withdraw from membership)
In the event that any Partner desires to withdraw the membership from the Program, such Partner shall promptly notify NEC. USP program membership terminates on the 31st of March at the last of NEC Corporation financial year.
9. (Expulsion)
NEC shall have the right to terminate the membership of the specific Partner in the event that:
(a) the Partner has made a false application; or
(b) the Partner interferes with the implementation of the Program intentionally or defames the Program; or
(c) the Partner ceases to do its business set forth in Article 4 above; or
(d) Partner is failing the payment terms of the membership fee
10. (Dissolution of the Program)
NEC shall have the right to dissolve the Program at any time by providing ninety (90) days prior written notice to all Partners.
11. (Right of the Partner)
Each Partner whose products are granted appropriate to connect with NEC's UNIVERGE(TM) series products and registered as a part of the Program may have the following rights for sales promotion which will be specified between Partner and NEC separately:
(a) to have common marketing activity including putting Partner's product information on NEC web site; and
(b) to use the certified logo mark “NEC UNIVERGE PARTNER”; and
(c) to be provided by NEC the interface information for the development of the application; and
(d) to jointly implement with NEC the test to confirm the compatibility of the Partner's product with the NEC's UNIVERGE(TM) series product.
12. (Obligation of the Partner)
NEC reserves the right to request Partners to perform the following activities.
These will be specifically determined in detail between Partner and NEC:
(a) Interoperability or guarantee of the interoperation with NEC products
(b) Co-marketing
(c) Co-benchmarking (Competitor analysis)
(d) Provision of display
(e) Sales education/Provision of the documents for expand sales
(f) Granting NEC to use a Partner's company name, brand name and Logo mark.
13. (Nonbinding)
(a) Nothing in the Program shall be construed as prohibiting or restricting any Partner from participating a member of any other partner system.
(b) Nothing in the Program shall be construed as obligating NEC to deal with Partner's product preferentially.
14. (Assignment)
Any Partner may not assign or delegate its rights under the Program to any third party without written approval of NEC.
15. (Distribution Agreement)
In case NEC distributes Partner's products, Distribution Agreement may be entered into by and between the Partner and NEC.
16. (Confidentiality)
(a) Nothing in the Program shall be construed as obligating Partner or NEC to disclose any confidential information.
(b) In the event any confidential information is disclosed between Partner and NEC though the Program, confidentiality agreement shall be made and entered into between the related parties.
17. (Governing law)
The validity, interpretation and construction of these Terms and Conditions shall be governed by the laws of Japan.
18. (Regional Agreement)
A regional agreement, which may be separately concluded between any affiliated company of NEC and Partners for implementing the purpose of the Program, will supersede this Terms and Conditions.
19. (No Agent)
No subsequent agreement, arrangement, relationship or understanding between the parties shall be valid, effective or enforceable and no obligation or liability shall be created on behalf of either party hereto unless and until it is contained in a writing signed by duly authorized representatives of each party.
It is understood that both parties hereto are independent contractors engaged in the operation of their own business. Neither party hereto is to be considered the agent of the other party for any purpose whatsoever, and neither party has any authority to enter into any contracts or assume any obligations for the other party or make any warranties or representations for the other party.