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HIKVISION DEALER PARTNER PROGRAM AGREEMENT This agreement (“Agreement”) made and entered into as of (hereinafter referred to as “Effective Date”), establishes the HIKVISION Dealer Partner Program (“DPP”) among the following parties: Hikvision Europe B.V. Dirk Storklaan 3, 2132PX, Hoofddorp, the Netherlands Tel: +31-23 554 2770 - 417 Email: [email protected] Hereinafter referred to as “HIKVISION” And Dealer Partner Company: Address : Contact: Email: Tel: Dealer Partner Status (filled by Hikvision): Dealer Partner Code (filled by Hikvision): And Distributor Company: Address : Contact: Email: Tel: Both are hereinafter referred to individually as a “Party” or together as the “Parties”. The undersigned Parties hereby agree to the following provisions as conditions of the HIKVISION Dealer Partner Program (hereinafter referred as to “Program”):

HIKVISION DEALER PARTNER PROGRAM AGREEMENT€¦ · HIKVISION DEALER PARTNER PROGRAM AGREEMENT This agreement (“Agreement”) made and entered into as of (hereinafter referred to

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Page 1: HIKVISION DEALER PARTNER PROGRAM AGREEMENT€¦ · HIKVISION DEALER PARTNER PROGRAM AGREEMENT This agreement (“Agreement”) made and entered into as of (hereinafter referred to

HIKVISION DEALER PARTNER PROGRAM AGREEMENT

This agreement (“Agreement”) made and entered into as of (hereinafter referred

to as “Effective Date”), establishes the HIKVISION Dealer Partner Program (“DPP”) among

the following parties:

Hikvision Europe B.V.

Dirk Storklaan 3, 2132PX, Hoofddorp, the Netherlands

Tel: +31-23 554 2770 - 417

Email: [email protected]

Hereinafter referred to as “HIKVISION”

And Dealer Partner

Company:

Address :

Contact:

Email:

Tel:

Dealer Partner Status

(filled by Hikvision):

Dealer Partner Code

(filled by Hikvision):

And Distributor

Company:

Address :

Contact:

Email:

Tel:

Both are hereinafter referred to individually as a “Party” or together as the “Parties”. The

undersigned Parties hereby agree to the following provisions as conditions of the

HIKVISION Dealer Partner Program (hereinafter referred as to “Program”):

Page 2: HIKVISION DEALER PARTNER PROGRAM AGREEMENT€¦ · HIKVISION DEALER PARTNER PROGRAM AGREEMENT This agreement (“Agreement”) made and entered into as of (hereinafter referred to

SECTION 1 - Program Outline

1.1 The Program is established for purpose of purchasing HIKVISION Professional &

Solutions product lines in surveillance products and accessories as listed in the

Appendix B (hereinafter referred to as “Professional Line”). The Professional Line will

be released and updated by HIKVISION quarterly at its discretion.

1.2 This Agreement will come into force from the Effective Date and continue in force

till the end of the calendar year (“Initial Term”) and will automatically renew for one (1)

year until terminated by HIKVISION giving at least fifteen (15) days written notice to the

other party prior to the end of the Initial Term. Notwithstanding of the foregoing, either

Party shall be entitled to terminate this Agreement with prior fifteen (15) days written

notice during the term of this Agreement.

SECTION 2 - Program Criteria

2.1 Dealer Partner agrees to participate in the Program and will be provided with

benefits as Authorized Dealer Partner / Silver Dealer Partner / Golden Dealer Partner /

Platinum Dealer Partner set forth in Appendix A based on conditions of Dealer Partner.

2.2 The Dealer Partner Status will be adjusted at the end of the year and the Status

will continue in force for a period of one year according to the conditions the Dealer

Partner achieved in accordance with the terms as specified in Appendix A.

Notwithstanding of the foregoing, quarterly adjustment will be made if Dealer Partner

could fulfil more conditions for higher status and the adjustment will come into effect

upon the first day of next quarter.

2.3 During the term of the Agreement, HIKVISION will provide training and such other

programs that HIKVISION deems reasonably necessary and Dealer Partner agrees to

have its employees attend such training sessions, workshops or meetings with respect to

sales, installation, and servicing of the Professional Line as may be scheduled from time

to time by HIKVISION and have its employees to obtain minimum HIKVISION Certification

in accordance with the Dealer Partner Status.

2.4 Dealer Partner shall use its best efforts to promote the Professional Line in an

effective manner by exhibiting at various commercial trade shows and by advertising in

industry trade publications to promote the HIKVISION Products and brand name. The

marketing plan shall be submitted to HIKVISION for approval no later than 90 days before

the performance of the marketing plan and HIKVISION may support Dealer Partner with

marketing development funds based on the actual purchase value fulfilled by Dealer

Partner and the marketing plan of Dealer Partner.

2.5 HIKVISION authorizes Dealer Partner to use HIKVISION’s logo and marketing

materials for on or in relation to the Professional Line for the purposes only of exercising its

rights and performing its obligations under this Agreement. The Dealer Partner shall not:

(a) use any of HIKVISION’s logo and marketing materials in any way which might

prejudice their distinctiveness or validity or the goodwill of HIKVISION therein; or

Page 3: HIKVISION DEALER PARTNER PROGRAM AGREEMENT€¦ · HIKVISION DEALER PARTNER PROGRAM AGREEMENT This agreement (“Agreement”) made and entered into as of (hereinafter referred to

(b) use or register any marks, domains, names or any proprietary information identical or

similar to marks, domains, names or others registered or used by HIKVISION, including but

not limited to apply or use the trademarks, or squat the domains, which are IDENTICAL or

SIMILAR to the HIKVISION's without HIKVISION’s prior written consent.

SECTION 3 - Program Management

3.1 The Program will be managed by HIKVISION using correlated purchasing data from

authorized distributors from whom Deal Partner purchase Professional Line including not

limited to purchase date, model, quantity,total value and other data HIKVISION may

reasonably request for execution of this Agreement.

SECTION 4 - Confidentiality

4.1 All information that involves the Program, directly or indirectly, shall be considered

Confidential. Neither company may share this Confidential Information with any third

party without the written consent of both companies.

SECTION 5 - Jurisdiction

5.1 This Agreement is subject to the laws and regulations of The Netherlands, without

giving effect to the principles of conflict of laws thereof. Any disputes, controversies or

claims arising with respect to or in connection with this Agreement, or the breach,

termination or invalidity thereof, shall be finally decided under the Rules of Arbitration of

the International Chamber of Commerce in Netherlands by one or more arbitrators

appointed in accordance with the said Rules.

We, the undersigned, agree to all the provisions listed above, and sign this document of

our own free will.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their

duly authorized representatives, as of the day and year first above.

Hikvision Europe B.V.

Dealer Partner Company Distributor

Company

representative Company representative Company representative

Page 4: HIKVISION DEALER PARTNER PROGRAM AGREEMENT€¦ · HIKVISION DEALER PARTNER PROGRAM AGREEMENT This agreement (“Agreement”) made and entered into as of (hereinafter referred to

Title Title Title

Signature Signature Signature

Date Date Date

APPENDIX A

DEALER PARTNER STATUS CONDITIONS & BENEFITS

HIKVISION is pleased to introduce our exclusive, invitation-only Program. We are

committed to investing in our Dealer Partners with focus on capitalization of project

opportunities. Dealer Partner with HIKVISION leverages our unique market position as the

leading video product manufacturer in the world, while gaining the benefits of an

invitation-only Program.

AUTHORIZED DEALER PARTNER

Every new Dealer Partner will be an Authorized Dealer Partner at the beginning. The

yearly purchase target as required for more benefits will be proportionally calculated

from the Effective Date (Month), however, in no event the proportion shall be less than

25%.

Conditions

- Dealer partner registered over authorized distributors

- Yearly Actual Purchase target=no

- Provide professional installation service for the products sold to the end user

- Provide technical support hot line service and after sales technical maintenance

service for minimum one year after the installation

Key Benefits

- Join Partner Event for free;

- Buy test equipment at 55% discount

- Project special offer

- 3 years warranty for Hikvision Professional Line (excludes Standard HDD)

SILVER DEALER PARTNER

Conditions

- Dealer partner registered over authorized distributors

- Yearly Actual Purchase target=20,000 Euros

- Provide professional installation service for the products sold to the end user

Page 5: HIKVISION DEALER PARTNER PROGRAM AGREEMENT€¦ · HIKVISION DEALER PARTNER PROGRAM AGREEMENT This agreement (“Agreement”) made and entered into as of (hereinafter referred to

- Provide technical support hot line service and after sales technical maintenance

service for minimum one year after the installation

- At least one technician will succeed in obtaining HIKVISION Certification on

Associate Level (HSCA) within 6 months from the Effective Date in the first year

and thereafter shall reach the condition on yearly basis.

- Able to provide the product Demo in the established show room

Key Benefits

- Join Partner Event for free;

- Special offer for Hikvision Product Certification Training

- Marketing materials support from Hikvision

- Buy test equipment at 58% discount

- Project special offer

- 3 years warranty for Hikvision Professional Line (excludes Standard HDD)

GOLD DEALER PARTNER

Conditions

- Dealer partner registered over authorized distributors

- Yearly Actual Purchase target=50,000 Euros

- Provide professional installation service together for the products sold to the end

user

- Provide technical support hot line service and after sales technical maintenance

service for minimum one year after the installation

- At least two technicians will succeed in obtaining Hikvision Certification on

Associate and Professional Level (HSCA, HSCP) within 6 months from the Effective

Date in the first year and thereafter shall reach the condition on yearly basis

- Access to our Solutions Product Line

- Able to provide the product Demo in the established show room

Key Benefits

- Join Partner Event for free;

- Special offer for Hikvision Product Certification Training

- Marketing materials support from Hikvision

- Hikvision direct technical support: onsite training, integration support

- Buy test equipment at 62% discount

- Project special offer

- 3 years warranty for all Hikvision Professional Line (excludes Standard HDD)

- Possible 2% over actual purchase value excl special price purchase as marketing

development fund subject to the marketing plan and HIKVISION’s final decision.

PLATINUM DEALER PARTNER

Conditions

Page 6: HIKVISION DEALER PARTNER PROGRAM AGREEMENT€¦ · HIKVISION DEALER PARTNER PROGRAM AGREEMENT This agreement (“Agreement”) made and entered into as of (hereinafter referred to

- Dealer partner registered over authorized distributors

- Yearly Actual Purchase target=200,000 Euros

- Provide professional installation service together for the products sold to the end

user

- Provide technical support hot line service and after sales technical maintenance

service for minimum one year after the installation

- At least two technicians will succeed in obtaining HIKVISION Certification on

Associate and Professional Level (HSCA, HSCP) within 6 months from the Effective

Date in the first year and thereafter shall reach the condition on yearly basis.

- Access to our Solutions Product Line

- Able to provide the product Demo in the established show room

Key Benefits

- Join Partner Event for free;

- Special offer for Hikvision Product Certification Training

- Marketing materials support from Hikvision

- Hikvision direct technical support: onsite training, integration support

- Buy test equipment at 65% Discount

- Project special offer

- 3 years warranty for Hikvision Professional Line (excludes Standard HDD)

- Possible 4% over actual Purchase value excl special price purchase on marketing

development fund subject to the marketing plan and HIKVISION’s final decision.

Appendix B

Products of Professional Line

Please refer to the quarterly release by HIKVISION