• DELL EMC PARTNER PROGRAM AGREEMENT (U.S. and Canada version)

    By participating in the Dell EMC Partner Program (“Program”), the company or entity submitting the channel partner application (“you”, “your” or “Channel Partner”) agrees to be bound by these terms and conditions (the “General Terms”) and the Partner Specific Terms that align to the partner track or type in which you are authorized to participate in the Program (the General Terms and applicable Partner Specific Terms are collectively the “Agreement”).  Unless otherwise specified by Dell EMC, this Agreement shall govern your participation in the Program and subprograms, including marketing and incentive programs, if applicable.  Please print a copy of this Agreement for your records.  Completion of the channel partner application does not imply that you have been accepted into the Program.  For purposes of this Agreement, “Dell” means Dell Marketing L.P. or Dell Canada Inc.; "EMC" means EMC Corporation or EMC Corporation of Canada; "Dell EMC" means Dell, EMC, or both; and “Dell EMC Affiliate” means any direct or indirect subsidiary of Dell Inc. This Agreement supersedes any previous program terms (including the EMC Reseller Marketing Support Agreement) in place between you and Dell or EMC.    

    1. ELIGIBILITY.  Throughout your participation in the Program, you must (a) maintain good credit standing with Dell EMC; (b) maintain a current registration profile, including yearly updates, and (c) provide prompt, written notification to Dell EMC of any changes that may affect your participation in the Program. 

    2. PURCHASES.  Channel Partner may purchase Dell EMC products and services only from Dell EMC authorized distributors, unless Channel Partner is expressly authorized by Dell EMC, subject to the applicable Partner Specific Terms to purchase Dell EMC products and services directly from Dell EMC.

    3.  PARTNER PORTAL ACCESS. 

    3.1 Scope and Grant of License.  Dell EMC may provide you, or you may receive, (i) access to Program-related websites, tools, and web-based applications (“Partner Portal”); (ii) information, materials, and tools pertaining to Dell EMC products and services, Dell EMC, Dell EMC Affiliates, or the Program; (iii) Customer Data (as defined in the Customer Data Terms located here); or (iv) Personal Information (as defined below) ((ii) through (iv) collectively, the “Information”). Dell EMC grants Channel Partner a limited, non-exclusive, nontransferable, non-sublicenseable right and license, while this Agreement is in effect, to access and use the Partner Portal and Information solely in accordance with this Section 3 (Partner Portal Access) and Section 7 (Confidential Information). All Information shall remain the property of Dell EMC. Distribution

    3.2 Restriction on Usage.  Channel Partner shall use the Information only for the purposes of (i) marketing and delivery of Dell EMC products or services; (ii) development of Channel Partner services utilizing Dell EMC products and services; and/or (iii) assisting Dell EMC to sell and/or license Dell EMC products and services. Channel Partner will use and manage Customer Data in accordance with and subject to the Customer Data Terms. Channel Partner shall promptly notify Dell EMC of the termination or reassignment of any Channel Partner personnel who have been granted access hereunder.  

    3.3 Additional site information. Your access and use of the Partner Portal are also subject to the U.S. Site Terms located here for Dell and here for EMC and, as applicable, the Canada Terms of Use located here for Dell and here for EMC.

    3.4 Errors and Availability.  Dell EMC is not responsible for any errors or delays in transmission that may occur prior to our receipt of the transmission.  Security procedures used in the Partner Portal are solely for the purposes of authentication of a transmission.  All transmissions are considered received by Dell EMC only when actually received by Dell EMC.  Access to the Partner Portal may be unavailable without notice at certain times, and Dell EMC will not be liable for any damages that may result from such unavailability. 

    4. PARTNER TRAINING OBLIGATIONS. Channel Partner shall complete, at its own expense, all training that Dell EMC requires for Channel Partner type and tier.  Channel Partner will use reasonable commercial efforts to complete training within ninety (90) days after the training becomes available from Dell EMC, or earlier as specified by Dell EMC.

    5.  RESALE TO FEDERAL AND GOVERNMENT END USERS. If you are reselling Dell products to any department, agency, division, or office of the federal government of the United States (“Federal End Users”), your purchase of Dell products and related activities shall be subject to and governed by your Federal Certified Reseller Agreement/Federal Reseller Agreement (collectively, “Dell Federal Reseller Agreement”) or, if you do not have a Dell Federal Reseller Agreement, the Reseller Terms of Sale and the Dell Supplemental Terms for U.S. Federal Resellers found here (“Dell Supplemental Terms”). If you are reselling EMC products or services to Federal End Users, your purchases of EMC products or services and the associated resale activity shall be subject to and governed by the EMC Ordering Agreement.

    6.  OTHER CHANNEL PARTNER BENEFITS.  Dell EMC may choose to make certain information we collect about your business available to companies with whom Dell EMC has a strategic relationship, including, without limitation, companies who conduct market research on behalf of Dell EMC or offer products or services intended to be a benefit to you or your customers.  The information will be provided under confidentiality agreements between Dell EMC and such partners and may be used in connection with notifying you of products, services or programs that Dell EMC believes may be of interest to you.

    7.  CONFIDENTIALITY. 

    7.1 Confidential Information.  In connection with the Program, you may have access to or be exposed to (through the Partner Portal or other means) Information or other materials, data or information that is not generally known to the public, whether such information is in written, oral, electronic, web site-based, or other forms (collectively, "Confidential Information"). You will keep all Confidential Information strictly confidential for a period of three (3) years after the termination of this Agreement, using at least the same degree of care as you use to protect your own confidential information, but no less than reasonable care.  Notwithstanding anything to the contrary in this Agreement, your confidentiality obligations with respect to Personal Information and trade secrets of Dell EMC or Dell EMC Affiliate shall never expire.  You may share Confidential Information with only your employees who have a need to know and who are subject to legally binding obligations of confidentiality no less restrictive than those imposed by this Agreement.  These confidentiality obligations do not apply to any Confidential Information that (a) you can demonstrate was in your possession before your receipt from Dell EMC; (b) is or becomes publicly available through no fault by you; or (c) you rightfully received from a third party without a duty of confidentiality.  If you are required by a government body or court of law to disclose any Confidential Information, you agree to give Dell EMC reasonable advance notice so that Dell EMC may contest the disclosure or seek a protective order. You acknowledge that damages for improper disclosure of Confidential Information may be irreparable and that Dell EMC shall be entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies available at law or in equity   Notwithstanding any separate confidentiality agreement you may have with Dell EMC, you agree that information regarding your business with Dell EMC and information you provide to Dell EMC in connection with the Program may be accessed and used by Dell EMC and Dell EMC Affiliates  and their employees and contractors for sales and marketing purpose and for any purpose related to the Program or the relationship between you and Dell EMC and may be disclosed to relevant Dell EMC distributors or resellers, governing body, or your customers or end-users for the purposes of fulfilling Dell EMC’s obligations to you and your customers.

     7.2 Personal Information. You represent that you have permission from all of the applicable individuals to use and disclose Personal Information and you hereby grant Dell EMC permission to use and disclose such Personal Information for the purposes of conducting the Program and any subprogram and in accordance with this Agreement and any applicable laws.  As used in this Agreement, the term “Personal Information” means any information or data that alone or together with any other information relates to an identified or identifiable natural person, or data considered to be personal data as defined under applicable laws, including but not limited to your employees’ names and contact information.

    8. Lead Management Tools.  Dell EMC may provide Channel Partner with lead management tools (“Lead Management Tools”) to access and manage information regarding your leads.  The term “Partner Lead Contact Data” shall mean any contact’s first and last name, e-mail address, and phone number that you choose to record in the Lead Management Tools.  Only systems administrators and Dell EMC Channel Marketing and Sales employees and other personnel working with Channel Partners will have the ability to view this data through the Partner Lead Management Tools unless otherwise specified by Dell EMC.   Partner Lead Contact Data will not be used by Dell EMC for its direct sales or marketing efforts except with Channel Partner’s prior approval or except if such data is obtained by Dell EMC independently from other sources. If Dell EMC elects to provide a customer lead to you, then by accepting or using customer lead and the personal and business information pertaining to such customer lead (“Lead Information”) you agree to (a) use Lead Information solely in connection with the marketing or sales campaign for which the Lead Information was provided and then only for the purpose of marketing Dell EMC products and services, (b) manage Lead Information in accordance with applicable privacy laws and this Agreement, (c) maintain industry-standard physical, organization and technical processes and procedures to protect any unauthorized access to Lead Information, and (d) notify Dell EMC promptly after becoming aware of any unauthorized access to, or loss of, Lead Information. 

    9. DEAL REGISTRATION TOOL. Deal registrations in the Partner Portal can be automatically linked to leads in the Lead Management Tool.  You understand and consent to the following:  once a lead is linked to a registered deal or opportunity with a customer, (i) Lead Information related to the customer will appear in the deal registration tool; (ii) all Partner Lead Contact Data related to the customer will become visible to Channel Partner, Dell EMC Distributor, and Dell EMC channel and sales personnel through the deal registration tool; (iii) the deal registrant can view a list of contacts at Channel Partner and Dell EMC Distributor and engage one or more of them as a point of contact for the deal; and (iv) each contact, and all Dell EMC Channel and Sales personnel, can view the names and contact information for all of the contacts associated with the deal.        

    10.  ADMINISTRATION.   During the term of this Agreement and a period of five (5) years thereafter you will maintain legible, accurate and complete books and records concerning this Agreement and your activities hereunder. At the end of this retention period, you will appropriately dispose of all records. Upon Dell EMC's request, you will cooperate with and assist Dell EMC with any audit, review, or investigation ("Audit") that relates to (i) this Agreement or your compliance with laws; (ii) your marketing, sale, distribution, licensing, or delivery of Dell EMC products and services, whether sourced from Dell EMC or a third-party; (iii) any rebates, incentives, concessions, or other amounts paid or payable by Dell EMC; (iv) compliance with logo use standards, or (v) any amounts due to Dell EMC.  In connection with an Audit, you will deliver all records, information, and documents reasonably requested by Dell EMC.  Dell EMC has the right to conduct onsite Audits, and you will grant Dell EMC and its employees and representatives with reasonable access to information, records, personnel, and customers (including customer agreements to verify your compliance with this Agreement) and provide entry and access to your premises or other locations (during normal business hours) where such information and records are located.  Failure to cooperate with an Audit or provide the information or records requested by Dell EMC is a material breach of this Agreement.  Dell EMC will pay the costs of an Audit except where a discrepancy of five (5) percent or more is discovered in the information disclosed by you, in which case you agree to be responsible for all reasonable costs.

    Dell EMC may deny any claim that it believes, in its sole discretion, does not conform to this Agreement, the Program, or subprogram terms.  Dell EMC may, without prior notice, immediately suspend or terminate an order, registration or your participation in the Program if you provide to Dell EMC or customers any inaccurate, incomplete, or fraudulent claims or information or if you engage in activities that may cause damage, embarrassment or adverse publicity to Dell EMC, or any of its officers, directors or employees.  Dell EMC’s records and systems shall be authoritative and conclusive for purposes of determining your eligibility and Program benefits and for performing any computation under the Program.  Dell EMC reserves the right to interpret the rules of the Program in its sole discretion.  All decisions made by Dell EMC are final.

    11.  PARTNER CONDUCT AND COMPLIANCE WITH LAWS.  You represent and warrant that you understand and agree to comply with your obligations under the Dell EMC Partner Code of Conduct (including compliance with the Anti-Corruption Laws, as defined therein), in connection with this Agreement and Program. You will not, in connection with this Agreement or Program, take or allow any third party to take, any action or engage in any practice that would violate the Anti-Corruption Laws. 

    You represent and warrant that: (i) neither you nor any of your directors or officers or employees, who have decision-making authority with respect to this Agreement, have been convicted of any offense involving bribery, corruption, fraud or dishonesty, or to the best of your knowledge, have been or are the subject of any investigation, inquiry or enforcement proceeding by any governmental, administrative or regulatory body regarding any offense or alleged offense under the Anti-Corruption Laws and (ii) neither you nor any of your directors or officers or employees, who have decision-making authority with respect to this Agreement, are government officials. Dell may immediately terminate this Agreement or suspend its performance hereunder if Dell has reason to believe that you have breached this Section 11 or the Dell EMC Partner Code of Conduct.

    12. LOGOS AND TRADEMARKS.  

    12.1 Dell EMC Logos, Trademarks and Domain Usage. You agree that trademarks, service marks, trade or company names, product and service identifications, internet domains/internet addresses, logos, artwork and other symbols and devices associated with Dell EMC, Dell EMC Affiliates, and Dell EMC’s products and services (the “Dell EMC Marks”) are and shall remain Dell EMC’s property. You acknowledge that any provided images and artwork of Dell EMC products or services are copyrighted by Dell EMC and you will not alter these images or use them outside of the context in which they were provided to you.  Without limiting the foregoing, you agree that you will not use the Dell EMC Marks in search engine advertising, either as a keyword or in advertisements appearing on search engines or in email addresses, without Dell EMC’s prior written permission.  Additionally, you may not register or use any domain name or business name containing or confusingly similar to any Dell EMC Marks.    

    12.2 Program Logos. All Dell EMC Program Logos will be governed by the Dell EMC Channel Partner Logo and Trademark Use Document found here.

    13. WARRANTY DISCLAIMER.  DELL EMC MAKES NO WARRANTIES AND SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PROGRAM (INCLUDING, WITHOUT LIMITATION, ALL INFORMATION, TOOLS, AND OTHER MATERIALS RELATED TO OR PROVIDED UNDER THE PROGRAM), EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE.  YOU UNDERSTAND THAT THE PROGRAM DOES NOT GUARANTEE THAT YOU WILL MAKE ANY SALES OR PROFITS. ALL DELL EMC INFORMATION IS PROVIDED “AS IS”.

    14.  INDEMNIFICATION.  To the fullest extent permitted by law, you shall indemnify, defend, and hold harmless Dell EMC, Dell EMC Affiliates, and their respective successors and assigns from any claim, demand, cause of action, debt, or liability (including reasonable attorney or legal fees, expenses, and court costs) arising from your violation of applicable laws or Dell EMC’s Partner Code of Conduct.

    15.  LIMITATION OF LIABILITY.  YOU ACKNOWLEDGE THAT YOUR PARTICIPATION IN THE PROGRAM IS STRICTLY VOLUNTARY AND THAT YOUR PARTICIPATION HAS NOT BEEN REQUIRED BY DELL EMC AS A CONDITION OF PURCHASING PRODUCTS OR SERVICES FROM DELL EMC.   

    DELL EMC SHALL HAVE NO LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, RELIANCE, EXEMPLARY, INCIDENTAL, OR INDIRECT LOSS OR DAMAGES ARISING FROM, OUT OF, OR RELATING TO THE PROGRAM, THIS AGREEMENT OR THE INTERPRETATION, BREACH, TERMINATION OR VALIDITY THEREOF. IN NO EVENT SHALL DELL EMC BE LIABLE FOR ANY LOSS OF BUSINESS, INCOME, OR PROFITS, OR FOR LOST OR CORRUPTED DATA OR SOFTWARE. 

    IN NO EVENT SHALL DELL EMC’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM, OUT OF, OR RELATING TO THE PROGRAM OR THIS AGREEMENT EXCEED $500.00 (U.S. DOLLARS).  THESE LIMITATIONS OF LIABILITY SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN TORT, CONTRACT, OR OTHER THEORIES, AND WHETHER DELL EMC KNEW OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, THE REMEDIES SET FORTH HEREIN SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

    16.  TERMINATION. 

    16.1 Termination.  You may withdraw from the Program at any time by notifying Dell EMC in writing.  Dell EMC may suspend or terminate your participation in the Program, in whole or in part, without prior written notice: (i) for any breach of this Agreement or any other agreement related to your participation in the Program, or (ii) for any attempt to impair the integrity of the Program as determined by Dell EMC. In addition, Dell EMC, in its sole discretion, may terminate the Agreement or Program in whole or in part, for all participants, or for you alone, without cause, upon ten (10) days’ notice.

    16.2 Effect of Termination.  Upon termination of the Agreement, the license and rights granted hereunder shall terminate completely and Channel Partner shall cease to use Information and Partner Portal and shall promptly return to Dell EMC all tangible copies of the Information in its possession at Channel Partner’s own cost. Nothing in this Section shall limit Dell EMC's rights to pursue other legal remedies, including immediate court or judicial relief. All provisions that by their nature are intended to survive the termination shall survive.

    16.3 Termination of Partner Portal Access.  Dell EMC has the right to terminate or discontinue access to the Information or Partner Portal, at its convenience, by sending written notice thereof.

    17. INCENTIVE, REBATE, MDF AND OTHER PORTAL TERMS.  You will comply with all terms posted to the Partner Portal regarding any subprograms, tools or products, including, but not limited to:

    a. Dell EMC’s Rebate and Incentive Terms that are posted here. If You are eligible to receive rebates, incentives, or other financial benefits these legal terms shall apply to all such programs.

    b. Product Addendum here, which applies to your purchase and resale of Dell Products that are integrated with Google Chrome OS.

    18. MISCELLANEOUS.

    18.1 Assignment. You may not assign this Agreement or any of your rights under the Program or Agreement, nor delegate any of your obligations, to any third party, voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law or any other manner, without the express written consent of Dell EMC.  Dell EMC may void any purported assignment or delegation that violates the preceding sentence.  To the extent Dell EMC consents to such assignment or delegation, this Agreement inures to the benefit of and is binding upon your successors in interest by way of merger, acquisition, or otherwise, and your permitted assigns.    

    18.2 Independent Contractors.  You and Dell EMC are independent contractors and shall have no authority to bind the other.  Neither this Agreement nor your participation in the Program shall be deemed to create a partnership, agency, joint venture, franchise, or other similar arrangement, and the employees, agents, or representatives of one party shall not be deemed to be employees, agents, or representatives of the other party. 

    18.3. Dispute Resolution. Channel Partner and Dell EMC will attempt to resolve any claim, controversy or dispute arising from, out of, or relating to the Program or this Agreement (“Dispute”) between Channel Partner and Dell EMC, through negotiation or by utilizing a mediator agreed to by the parties, rather than through litigation. Negotiations and mediations will be treated as confidential. If the parties are unable to reach a resolution within thirty (30) days of notice of the Dispute to the other party, the parties may pursue all other courses of action available at law or in equity.

    18.4 Force Majeure.  Except for payment obligations, neither party will be liable for failure to perform its obligations during any period if performance is delayed or rendered impracticable or impossible due to reasonably unforeseeable circumstances beyond that party’s reasonable control.

    18.5 Governing Law.  You agree that this Agreement, any Dispute arising from, out of, or relating to the Program or this Agreement hereunder will be governed by the laws of the State of Texas (or for Canadian entities, the Province of Ontario and the federals laws applicable therein), without regard to its conflict-of-laws rules or to the United Nations Convention on Contracts for the International Sale of Goods.

    18.6 Modifications.  Dell EMC reserves the right to modify the Program, including, without limitation, the eligibility requirements, Program benefits (including any discounts and pricing), and this Agreement, at any time without prior notice.    Your continued participation in the Program will constitute your binding acceptance of the changes and your consideration supporting any such modification. 

    18.7 Severability. If any provision herein is void or unenforceable, you and Dell EMC agree to delete such provision and agree that the remainder of the Agreement will continue to be in effect. 

    18.8 Waiver. Dell EMC’s failure to enforce your strict performance of any term herein will not constitute a waiver of Dell EMC’s right to subsequently enforce such term or any other term of this Agreement.

    18.9 References.  You shall not directly or indirectly issue or release any written publicity, marketing collateral or other public announcement, relating in any way to this Agreement or your participation in the Program, or your relationship with Dell EMC, without the prior written approval of Dell EMC.

    18.10 Entire Agreement. This Agreement (including all online terms referenced herein) constitutes the entire agreement between Channel Partner and Dell EMC regarding the Program, including but not limited to subprograms, rebates, incentives, and marketing programs.  Channel Partner expressly disclaims any reliance on statements or representations made by Dell EMC that are not embodied in this Agreement or on Dell EMC's prior course of conduct.

    18.11 English Language. The parties confirm that it is their wish that this Agreement, as well as other documents relating to this Agreement, including all notices, have been and will be drawn up in the English language only.  Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tout avis, qui s’y rattachent, soient rédiges en langue anglaise.  

    (REV. 07/08/2017)

    PARTNER Specific Terms

    The terms and conditions in this section (“Partner Specific Terms”) apply to you if Dell EMC authorized you in writing as the respective partner type, and provided that you have executed or consented to the associated contract that will govern your purchase and sale of Dell EMC solutions. These Partner Specific Terms shall supplement, amend or revise the General Terms as described below.  Capitalized terms shall be as defined in the General Terms.

    OEM Channel Partner Addendum

    "OEM Channel Partner" refers to a Channel Partner that sells or distributes Dell EMC products to OEM Customer and only as part of an OEM Customer Solution (defined below) and after Channel Partner has added value to the Dell EMC products through the addition of hardware, software, or services.  The term "OEM Customer" means an original equipment manufacturer that (a) combines Dell EMC products with OEM Customer's proprietary hardware, software, or other intellectual property, resulting in a specialized system or solution with industry- or task-specific functionality (“OEM Customer Solution”) and (b) resells the OEM Customer Product under OEM Customer’s own brand.

    1. PARTNER STATUS. Channel Partner agrees to comply with additional documentation as Dell may provide. Subject to your compliance with this Agreement, you are authorized to purchase Dell EMC products and services from Dell EMC.  Noncompliance with any provision of this Agreement may result in the termination of the Agreement or your participation as an OEM Channel Partner. 

    2. ORDERING AGREEMENTS. If you purchase products or services from Dell for resale to OEM Customers, you will order from the applicable Dell entity until further notice, and such purchases are subject to and governed by the OEM Partner Reseller Agreement (or a substantially similar resale agreement) that you have with Dell or a Dell EMC Affiliate that authorizes you to purchase and resell to OEM Customers (“Dell Ordering Agreement”). If you purchase products or services from EMC for resale to OEM Customers, you will order from the applicable EMC entity until further notice, and such purchases are subject to and governed by the EMC Embedded OEM Sales Agreement, Outbound Embedded OEM Agreement or Software OEM Agreement (or a substantially similar resale OEM agreement terms) that you have with EMC or a Dell EMC Affiliate that authorizes you to purchase and resell to OEM Customers (“EMC Ordering Agreement”).    You must execute a Dell Ordering Agreement or an EMC Ordering Agreement in order to purchase products and services directly from Dell or EMC, respectively, for resale to OEM Customers.

     3.  DEAL REGISTRATION AND PARTNER RETURN POLICY.  In addition to Section 17 in the General Terms, you will comply with all terms posted to the Partner Portal regarding the any subprograms for OEM Channel Partners, including, but not limited to:

    a.     Dell EMC's OEM Opportunity Registration Guidelines posted here
    b.     Dell EMC's Partner Program Return Policy posted here

    4. PRECEDENCE. To the extent there are conflicting provisions regarding your purchases from Dell EMC or sales of Dell EMC products or services, the Federal Supplemental Terms (for sales of Dell products and services to Federal End Users) shall prevail and control, followed by the Dell Ordering Agreement or EMC Ordering Agreement (whichever is applicable), then the OEM Channel Partner Addendum, and then the General Terms.  To the extent there are conflicting provisions regarding Program, Information, Confidential Information, incentives, rebates, pricing (each provided in connection with the Program) or interpretation of this Agreement, the OEM Channel Partner Addendum shall prevail and control, followed by the General Terms, then by the EMC Ordering Agreement or Dell Ordering Agreement (whichever is applicable). 

    System Integrator/Strategic Alliance Addendum

    1. ORDERING AGREEMENTS. Channel Partner will order from the applicable Dell entity until further notice, and such purchases are subject to and governed by either the then-current Strategic Alliance Framework  Agreement or any existing Strategic Alliance System Integrator, or any substantially similar agreement that you have with Dell, or a Dell EMC Affiliate that authorizes you to purchase Dell products for resale (collectively the “Dell Ordering Agreement”). If Channel Partner purchases products or services from EMC, Channel Partner will order from the applicable EMC entity until further notice, and such purchases are subject to and governed by the existing Master Alliance, Strategic Alliance or System Integrator agreement or any substantially similar existing agreement (“EMC Ordering Agreement”).   You must execute a Dell Ordering Agreement or an EMC Ordering Agreement in order to purchase products and services directly from Dell or EMC, respectively, for resale. If no EMC Ordering Agreement is in place between you and EMC, you must execute an EMC Ordering Agreement in order to purchase products and services directly from EMC for resale.

    Cloud Solution Provider and Outsourcer Addendum

    1. ORDERING AGREEMENTS.

    Dell.  Channel Partner will order Dell products and services from the applicable Dell entity until further notice, and such purchases are subject to and governed by either the then-current Commercial Terms of Sale, which are currently found at www.dell.com/cts (the “U.S. CTS”), or if the End-User is located in Canada, Dell’s Commercial Terms of Sale (Canada) set forth at www.dell.ca/terms (the “Canada CTS”) or any existing agreement that you have with Dell, or a Dell EMC Affiliate that authorizes you to purchase Dell products (collectively the “Dell Ordering Agreement”).

    EMC. Channel Partner purchases EMC products or services from the applicable EMC entity until further notice, and such purchases are subject to and governed by the existing Service Provider Ordering Agreement, Master Ordering Agreement, Alliance Agreement or other purchasing agreement with EMC or a Dell EMC Affiliate (“EMC Ordering Agreement”) that permits use of Software in providing a service to your customers.  If no EMC Ordering Agreement is in place between you and EMC, the order shall be subject to the Master Ordering Agreement at www.dell.com/emcmoa, as supplemented by the Cloud Service Provider Rider at www.dell.com/dellemcterms.

    2. DELL CLOUD SOLUTIONS.  If the Channel Partner is purchasing any of Dell’s cloud solutions, Dell’s Cloud Solutions Agreement set forth at www.dell.com/cloudterms for U.S. or at http://www.dell.com/downloads/global/services/sd/csacanada.pdf for Canada (the “CSA”) or such other agreement as Dell may designate. 

    3.  REPORTING. In order for Dell EMC to provide the available benefits, Channel Partners shall provide to Dell EMC, a Point of Sale Report identifying the clients, locations, contract duration, and capacity utilized during the period or provide such information to Dell EMC at the time the applicable quote is generated.  Include all contracts that are Dell EMC Powered (on EMC, Dell or Dell EMC equipment). Please submit this form to EMCServiceProviderPOSReport@dell.com by the 15th of every month. Submit a blank POS Reports if there is no activity that month.

    Solution Provider Addendum

    1. PARTNER STATUS. Additional requirements regarding your Solution Provider status may be found here. Noncompliance with any provision of this Agreement may result in the termination of the Agreement or your participation as a Solution Provider.  Subject to your compliance with this Agreement and notification and authorization in writing by Dell EMC, you are authorized to purchase Dell EMC products and services from Dell EMC. 

    2. ORDERING AGREEMENTS. If Channel Partner purchases products or services from Dell for resale, Channel Partner will order from the applicable Dell entity until further notice, and such purchases are subject to and governed by either the then-current Reseller Terms of Sale, which are currently found at www.Dell.com/resellerterms or any existing Reseller Agreement, Value Added Reseller Agreement, or any substantially similar resale agreement that you have with Dell or a Dell EMC Affiliate that authorizes you to purchase Dell products for resale ( “Dell Ordering Agreement”). If Channel Partner purchases products or services from EMC for resale, Channel Partner will order from the applicable EMC entity until further notice, and such purchases are subject to and governed by the existing Channel Partner Reseller Agreement, Value Added Reseller Agreement, or other purchasing agreement with EMC or a Dell EMC Affiliate (“EMC Ordering Agreement”).  If no EMC Ordering Agreement is in place between you and EMC, you must execute an EMC Ordering Agreement in order to purchase products and services directly from EMC for resale.

    3.  DEAL REGISTRATION AND OTHER PORTAL TERMS.  In addition to Section 17 in the General Terms, you will comply with all terms posted to the Partner Portals, including, but not limited to:

    a.     Dell EMC’s Deal Registration and Line of Business Registration Official Guidelines that are posted here.
    b.     Dell EMC's Partner Program Return Policy posted here

    4. PRECEDENCE. To the extent there are conflicting provisions regarding your purchases from Dell EMC or sales of Dell EMC products or services, the Federal Supplemental Terms (for sales of Dell products and services to Federal End Users) shall prevail and control, followed by the Dell Ordering Agreement or EMC Ordering Agreement (whichever is applicable), then the Solution Partner Addendum, and then the General Terms.  To the extent there are any conflicting provisions regarding Program, Information, Confidential Information, incentives, rebates, pricing (each provided in connection with the Program) or interpretation of this Agreement, this Solution Partner Addendum shall prevail and control, followed by the General Terms, then by the EMC Ordering Agreement or Dell Ordering Agreement (whichever is applicable).

    Distributor Addendum

    1. PARTNER STATUS. Noncompliance with any provision of this Agreement may result in the termination of the Agreement or your participation as a Distributor.  Subject to your notification and authorization in writing by Dell EMC to participate as Dell EMC Authorized Distributor, and compliance with this Agreement, you are authorized to purchase Dell EMC products and services from Dell EMC to sell to Resellers in your designated Territory as outlined in your Dell Ordering Agreement or EMC Ordering Agreement (as defined below). 

    2. ORDERING AGREEMENTS. If Channel Partner purchases products or services from Dell for sale to Solution Providers in your designated Territory, Channel Partner will order from the applicable Dell entity until further notice, and such purchases are subject to and governed by or any existing Dell Distributor Agreement, or any substantially similar distribution agreement that you have with Dell, or a Dell EMC Affiliate that authorizes you to purchase Dell products for resale to Solution Providers (collectively the “Dell Ordering Agreement”). If Channel Partner purchases products or services from EMC for sale to Solution Providers in your designated Territory, Channel Partner will order from the applicable EMC entity until further notice, and such purchases are subject to and governed by the existing Channel Partner Distributor Agreement, or other purchasing agreement with EMC or a Dell EMC Affiliate (“EMC Ordering Agreement”).    If no EMC Ordering Agreement is in place between you and EMC, you must execute an EMC Ordering Agreement in order to purchase products and services directly from EMC for resale to Solution Providers within your designated territory.

    3. RESELLER COMPLIANCE. Dell Distributor shall ensure every agreement it enters or maintains with any party for the resale or distribution of Dell products or services shall include business conduct requirements that are consistent with, and no less protective of Dell than, the requirements set forth in Section 11 of the General Terms. 

    4.  DEAL REGISTRATION AND FUNDING LETTER.  In addition to Section 17 in the General Terms, you will comply with all terms posted to the Partner Portal, including, but not limited to:

    a.     Dell EMC's Deal and Line of Business Registration Guidelines posted here.
    b.     Dell EMC’s funding letters as provided to you via the Portal or in writing.

    5. PRECEDENCE. The separate, written EMC Ordering Agreement or Dell Ordering Agreement shall govern the following:  (i) your purchase of products and services from Dell EMC or a Dell EMC Affiliate and (ii) your rights to sell such products and services to resellers in the geographic or market segment described in the distributor agreement. To the extent there are any conflicting provisions regarding Program, Information, Confidential Information, incentives, rebates, pricing (each provided in connection with the Program) or interpretation of this Agreement, this Distributor Addendum shall prevail and control, followed by the General Terms, then by the EMC Ordering Agreement or Dell Ordering Agreement (whichever Ordering Agreement is applicable).