HANWHA
VISION ECO PARTNERSHIP AGREEMENT
(“STEP”)
1. Purpose
The purpose of this Hanwha Vision Eco Partnership Agreement (hereinafter referred to as ”Agreement”) is to stipulate the mutual cooperative
relationship between Hanwha
Vision Co., Ltd. (hereinafter referred to as“Hanwha Vision”) and Partner(hereinafter referred to as “Partner”).
2. Types
and Membership Conditions for Partner
Hanwha Vision Partner Program (“Hanwha Vision Eco Partnership” or simply as “STEP”) shall be composed of five different
Partners and each Partner has different membership conditions. Also, even
the same Partner has different
benefits depending on rank. Partner shall review the contractual
provisions for each Partner type as follows and agree with such terms in order
to apply for the Partner membership.
① Channel Partner
To be eligible as Channel Partner, one shall be System
Integrator company, installment company, reseller, etc. that handles video
surveillance product, security product, etc. Channel Partner is ranked in
the order of Diamond, Gold, Silver, and Authorized. Once Partner has
agreed with the Agreement and if there is an additional agreement with ‘Hanwha
Vision,’ each Partner shall perform the following obligations as it has now
participated in the Partner program. The rank for Partnership shall be
evaluated on an annual basis.
The obligations of Channel Partner shall be as follows.
A. Achieve Annual Sales Target
Partner shall be obligated to satisfy the
annual Sales Target agreed with Hanwha
Vision and upon failure to do so, it is mutually agreed that it may affect the
evaluation of the rank of Partner.
B. Attend Hanwha Training Academy
Partner shall complete training programs
provided by Hanwha Vision for
the smooth running of sales/PR activities and demo activities.
C. Purchase Discounted Demonstration
Equipment
Partner shall procure demo products in order
to market/publicize the products
of Hanwha Vision in an effective
way. Such demo products can be purchased at a discounted price at the
distributor and if the Partner desires to purchase more than the volume
granted, it may purchase them at the manufacturer’s suggested price.
② Technology Partner
To be eligible as Technology Partner, one shall be a business that
deals with storage devices, servers, network equipment or display equipment, or
communications operator, etc. that provides an optimal system in connection
with the products of Hanwha Vision. Technology Partner is ranked at the two levels ofGlobal
and Local. Technology Partner may
join the Program by agreeing with this Agreement and the rank for Partnership shall be
evaluated on an annual basis.
③ Application Partner
Application Partners are Software Developers and Video Management
System (VMS) Providers that want to integrate Hanwha products and
solutions to their software.
However, application partners who need technical support must sign
a separate confidentiality agreement with Hanwha Vision.
In addition, if a certificate for installation of an open platform
app is required, the application partner must request through a separate
certificate application process in STEP, and the issued certificate and private
key must be safely managed under the responsibility of the company.
④ A&E Partner
To be eligible as A&E Partner, one should be a system
architect or a consultant that designs video surveillance system. A&E Partner
may join the Program by agreeing with this Agreement without additional special
membership conditions.
⑤ Client Partner
The
final client that purchases video surveillance systems shall be eligible for
Client Partner.
Client Partner may
join the Program by agreeing with this Agreement without additional special membership
conditions.
⑥ Distributor
Partner
Distributor Partner,
which sells the products of Hanwha Vision, shall sign a Distributorship
Agreement with Hanwha Vision. Distributor Partner may join the
Program by agreeing with this Agreement provided, however, that the rights and
obligations relating to the distributorship for Hanwha Vision shall be
governed by the provisions of the existing Distributorship Agreement with Hanwha
Vision.
3. Term
This Agreement shall be valid and effective
for one (1) year from the membership subscription date. The Agreement
shall be automatically renewed for another twelve (12) months, unless Hanwha Vision or Partner
expresses its intention to terminate in writing prior to thirty (30) days of
the expiration of the term. Notwithstanding the foregoing, unless Partner performs the obligations
stated hereunder, Hanwha Vision may not renew the Agreement or may downgrade
the rank of Partner, which shall be accepted without any objection by Partner.
4. Termination
Upon the occurrence of any one of the
following, Hanwha Vision may terminate (cancel) this Agreement with the
Partner by sending a notice to the Partner.
① When
Partner applies for bankruptcy, insolvency, or liquidation;
② When
Partner has violated the provision hereunder and failed to remedy such
violation within thirty (30) days upon the notification by Hanwha Vision
regarding the breach and the need to take a corrective action; or
③ When
Partner does not cooperate regarding the various marketing strategies, etc. by Hanwha Vision, thereby failing to
create a synergy effect of cooperation
Regarding such termination (cancellation) by Hanwha Vision, Partner shall not
raise any claim or demand compensation.
5. Confidentiality
Partner shall treat and regard any and all
information disclosed by Hanwha
Vision as confidential and such confidential information shall not be disclosed
to a third party or reproduced in any form without the prior written consent of
Hanwha Vision. This confidentiality obligation hereunder shall survive
during the term of this Agreement and for a period of three (3) years from the
expiration or the termination of this Agreement.
6. Intellectual Property
Nothing in this Agreement is intended to
grant any right to Partner regarding the use of the trademark ofHanwha Vision or the use of "Hanwha Vision" or "Hanwha"
Group logo to
the domain or brand of Partner.
7. Indemnification
The purpose of this
Partner Program membership subscription is to create synergy effects based upon
cooperation between Hanwha Vision and Partner
and to grant mutual benefits to each other. Nothing in this Agreement
shall be deemed to create a joint venture, partnership (meaning partnership or
joint venture relationship in the legal meaning; Partners shall acknowledge
that the “Partner” hereunder does not mean the partner in
the legal meaning of a word), employment or agency. Furthermore, nothing
in this Agreement shall give rise to the obligation of mutual guarantee, such
as joint guarantee. HANWHA
VISION SHALL NOT BE HELD LIABLE FOR ANY DAMAGES (INCLUDING, BUT NOT LIMITED
TO, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES) OR CLAIM ARISING
HEREUNDER AND PARTNER SHALL INDEMNIFY AND HOLD HANWHA VISION FREE FROM ANY
DAMAGES OR CLAIMS.
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