(1) PROMETHEAN LIMITED. ond (2) INVIA SOLUSINDO PRATAMA, PT NON-EXCLUSIVE INTERNATIONAL DISTRIBUTION AGREEMENT FOR INDONESIA. @ PROMETHEAN LIMITED 20192019 THIS DISTRIBUTION AGREEMENT is made the 20" day of ... Mew 7 BETWEEN (1) PROMETHEAN LIMITED o company registered in England with cornpany number 1308938 with Its Principal piace of business at Promethean House, Whitebirk Industrial Estate, Lower Philips Road, Blackbur, Lancashire, England, B81 STH ("Promethean"); and (2) INVIA SOLUSINDO PRATAMA, PT ¢ company regisiered in Indonesia with company number 8120103971709 with its principal place of business at Jalan Griya Sejahlera Ancol Selatan Blok D No. 2, Kel Sunter Agung, Kec. Tanjung Priok, Jakarta Utara - 14350, Dk| Jakarta, Indonesia(" Distributor") Each o “parly" and collectively the “parties” IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED IN THIS AGREEMENT, It is agreed by and between the parlies as follows: 1. Definitions Any capitalised terms net otherwise defined in this Agreement shall have the meaning in Schedule 2. 2. Benefits As Authorised Distributor 2.1 Right to Morket and Resell Products 211.1 Promethean grants fo the Disiributer the non-exclusive right during the Term to market and resell the Productsin the Market Segment in the Territory to its Customers, No direct or indirect sale, distribution, transfer, shipment or installation of the Products to any company, person, ently or End User outside the Territory is permitted except with Promethean's express wrilten permission. 2.1.2. The appointment is non-exclusive and therefore, Promethean, in is sole discretion, shall have the right fo (i) appoint additional agents, dealers, sales, representatives and/or distributors to promote, market and sell Promethean Products and services in the Territory, and (i use or create a Promethean sales force to directly promote, market and sell Promethean Products ‘and servicesin the Temitory. Any of the foregoing actions or activilies by Promethean may be undertaken by Promethean without such actions or activities giving rise to compensation, commission, damages or indemnification in favour of the Distributor. The Distributor also acknowledges and agrees that Promethean and ils affliates reserve all rights not expressly granted fo Distributor hereunder, including without limitation the right to sell Products, directly or inditectly aver the intemet to Customers. in the event that Promethean engages in any such sales activities or makes any such appointments, the Distributor agrees that Il shall not be entities to any commission, compensation, remuneration, Indemnification, or damages of ‘ony kind by virtue of such actions and the Distributor shall take no action on its part, whether legal or otherwise, to prevent Promethean (or Its Agents, declers, or representatives) from making any appointment or engaging in such sales activities. 2.1.3 Distributor acknowledges and agrees that fis bargaining position in this Agreement is not inferior from the bargaining position of Promethean. Distributor represents and warrants that if Distributor did not ogree with all the terms sel forth herein, Disiributer would retrain from entering into this Agreement. Distributor hereby waives its ight to receive all or ony severance ‘or compensation upon termination or expiry of this Agreement.2.2 23 24 25 26 Training for Distributor Personnel 2.21 2.2.2 223 At Promethean's discretion, Promethean will provide training for sales and marketing Personnel and, where appropriate, insialiation engineers and/or any other applicable parties s agreed with Promethean from lime fo time. Unless otherwise expressly agreed in advance and in writing oy Promethean, ail Promethean training programs shall be held either online or at Promethean's premises in the UK. Unless otherwise expressly agreed in advance and in writing by Promethean, all training shall be subject fo the payment of Promethean's then published rates for the appropriate training course. Access to Markeling Materials 23) 232 Upon request trom Distriouter, Promethean will make reasonable quantifies of its standard PubIshed marketing materials available to the Distributor in the English language. To the extent necessary and subject to the prior written approval of Promethean, the Distributor may translate the English language version of Promethean’s standard published marketing materials into any other language Distributor deems necessary for the Territory Provided that: 2.8.2.1 such translation shall be performed at Distributor's own cost and expense: 2.3.2.2 Distributor shalllinclemnity and keep indemnified and hold Promethean harmless from and against any and all claims, damages or lawsuils (including Promethean's feasonabie legal fees and costs] or liablities incurred by Promethean as a result ‘of any such transiation|s}; 23.23 any and all copyrights in and fo such translated materials shall at all times be the exclusive property of Promethean; and 2.3.2.4 Distributor shall provide a copy of all such translaled marketing materials to Promethean upon completion of the transiation(s). Use of Authorised Logo 2.4.1 During the Term ot this Agreement, Distributor shall have the right fo utilise Promethean’s Marks ‘on packaging, marketing materiais, event signage, docurnentation, website advertising, and other promotional material specifically relating to Promethean's Products or services subject to, and in compliance with, the terms and conditions of this Agreement and all other ‘appicable Promethean Policies. ‘Access to Promethean Partner Tools 2.5.1 Promethean grants to Distributor the license and right lo use the Promethean Partner Tools ("PPT") during the Term. The Distributor will be issued a user !D ond password fo access and utilize the PPT during the Term. Subject to Promethean's discretion, adaiticnal licenses to the PPT may be obtained by the Distributor at the cost per license as determined, from lime to time, by Promethean. Distributor will ensure that user IDs and passwords issued by Promelhean for access to the PPT shall only be used by Distributor's authorized employees. Pre-Sale and Bid Response 2.6.1 Distributor will provide Promethean with reasonable particulars and details of all tenders and bids in the Temtory which may be relevant to the Products and to which Distributor intends to. 2 pr27 28 31 3.2 fespond during the Term. Promethean will provide Disiributor such reasonable support and ‘assistance as Promethean shall, in Promethean's sole discretion as it determines is appropriate inrelation to each such tender or bid. For the avoidance of doubt, Distributor may participate In any tender or bid acting in its own name and under ils sole responsibilty and liablity. Promethean Accreditation Programme The Promethean Accreditation Programme is designed to suppor! Distributors by objectively recognizing, rewarding and supporting Distributors for the investment and resources the Distributor commits 10 proactively develop the education sector and successtuly drive Product sales in the Temtitory. Information regarding the Promethean Accreditation Programme is made available, from time to time, in the Promethean Partner Took. Product Certification ond compliance 28.1 Promethean will be responsible for ensuring that the Hardware Products meet the applicable Product Certification requirements for the Territory. Promethean shall indemnity the Distributor ‘ogainst all fabiiies, costs and expenses, damages and losses (Inclucing reasonable legal Costs and expenses) with failure by the Products fo comply with the requirements of this clause. 2.8.2 Promethean will comply with all labeling and packaging requirements as required by Applicable Law {including ony language and lccaiisation requirements) required to sell Promethean Products into the Tenitary. Pricing Price List 3.1.1 The Distributor shall pay Promethean the per-Unil prices detailed in the Price List subject to the terms and conditions of this Agreement. Promethean may change the prices on the Price LUst on thirty (30) Gays prior written notification (which for the avoidance of doubt includes email) to the Distributor’s authorised representative. Prices listed on the Price List are exclusive of shipping costs, handling costs, value added tax, insurance costs, customs, import and ‘export duties and taxes and any other applicable taxes (including wilhholding taxes) and duties, all of which shall be the sole responsibiily of the Distributor. Where the Price List Contains any references fo “Recommended Retail Price”, “End Customer Price", o "End User Price”, the parties acknowledge that these are not binding, Discounts and Rebates 3.2.1 Distributor will be entitled to purchase Promethean Products at the discounted amount as set forth, from time to time, by Promethean 3.2.2 In addition, Promethean, in its sole discretion, shall have the ability to offer additional discounts, or special pricing below the pricing published in Promethean’s Price List, to the Distributor in respect of sales in the Territory destined for a specitic purpose or End Customer within the Tentitory provided that such additional discounts may be subject fo specific terms ‘and conditions and such additional discounts shat be agreed In advance and in writing between the parties. 3.23 — Such additional discounts or special pricing may be administered through a ship and debit Program where Promethean will authorize Distributor the right to receive a rebate, or claim a credit, against a shipment made to a specific customer on a specific Product during a specified period of time. All ship and debit claims must be reported as required by Promethean. Any resale completed by Distributor that is not in Compliance with the shi and Gebit terms and conditions as set forth in writing by Promethean will result in the denial of that 3 @33 34 3.24 claim and the ship and debit will be cancelled. If any of the ferms of this agreement, or the terms of the ship and debit have not been met, then no rebate or credit will be issued 10 Distributor. No rebates or credits will be issued for shipments mode prior to Promethean authorizing a ship and debit contract. Rebates or credits to Distributor will only be Issued ‘accoraing to Promethean's ship and debit terms and conditions. For the avoidance of doubt, in retation to any discounts, rebates or credits, Promethean shall Tequire such evidence from the Distribulor as Promethean shall reasonably determine Necessary to confirm that Ihe criteria relevant to the discounts, rebates or credits have been achieved. Stock Balance Rotation 33.1 33.2 Distributor may, throughout the Term of this Agreement but no more than one (1) time per calendar quarter, subject to a limitation of fifteen percent (15%) of the Distributor's prior quarter's purchases of Promethean Products, return fo Promethean at the ication designated or directed by Promethean, ct Distributor’s cost, all Resciable Productsin order to obtain a creail note raised against the Products’ original invoice price. Any stock balance rotation per quarter must fake place no earlier than the fist day of the second menth of each ‘calendar quarter je. no earlier than February Ts!; May Ist, August 1*\ and November Ist). For Purposes of this Agreement, the lerm “Resalable Product” is Product that is on Promethecn's Price List at the time of the Product's return to Promethean that is stil in is original packaging and has not been altered, used, modified, opened or damaged. Simultaneous with the return of Resalable Products once per quarter as outlined hereinabove, Distributor will issue a Purchase Order for Products equal to the amount of the return so as 10 directly offset the issued credit note. No crecit will be issued fo the Distibutor without o simultaneous new purchase order submitted to offset Ihe return, unless otherwise careed in wtiting by Promethean. Discounts on Promethean Demo Equipment 3.4.1 3.4.2 343 344 345 Preducts purchased by the Distributor for its own demonstration use, or in response fo an order from a Reseller for demonstration use, shall be provided by Promethean with a discount and uniess otherwise agreed in writing prior to the date of delivery such Products will be subject fo Promeinecn's Standard Warranty Terms and Conditions as described herein. For the ‘yoidance of doubt the sale of Products for demonstration purposes will not be subject to ‘ny adeitional discounts or rebates applicable fo the sale of Products or otherwise. In Purchasing Products for demonstration purposes, whether for its own use or the Reseller's use, the Distributor shall ensure: compliance with the applicable obligations required by Promethean in respect of demonstration equipment: that the Product is for bona fide demonstration purposes; and such Products are no! resold within six (6) months of ther initial purchase and that such Products are identified as "used" equipment and not resold at any lime as though they are new Products. Promethean may in its sole discretion limit the number of demonstration units purchased by the Distributor. >Al 42 5.1 52 53 Er 55 56 Term This Agreement shall toke effec! on the date of issuance of a Surat Tanda Pendattaran ("Registration Certificate"), and uniess otherwise terminated in accordance with the terms of this Agreement shall continue until midnight on 31 December 2019 ("Initial Term’). Promethean and Distributor may mutually agree to extend Ihe term of this Agreement following the ‘expiration of the Initial Term for up to three (3) addtional twelve (12) month periods from the expiration of the Initial Term. Any such extension mus! be agreed in writing by bath Promethean and Distributor. The parties expressly agree that the Term cannot be automatically renewed or extended and thal either party may elect lo net renew or extend the Term of this Agreement. Any and all extensions to the Term shall be on a non-exclusive basis. Appointment And Management Of Resellers The Distributor and Promethean shall work together with respect fo the cppointment and management of Resellers. Promethean reserves the right to approve or reject, in Promethean's sole discretion, the application of any party that applies to be a Promethean Reseller in a Promethean Partner program. In connection with the activities of any Reseller in a Promethean Partner program, Promethean and. Distibutor shall jointly manage the relationship with the Reseller, including, as applicable, training lexcepi tor specific End Customer training), marketing and reporting in accordance with Ihe standards for Promethean as set forth, rom time to time, by Promethean. Distributor shail be responsible for ensuring and shall procure that each Reseller: 5.4.1 compies with the requirements for any special promotions provided by Promethean to include but not be limited to compliance with the terms of maximum pricing promotions and Confirmation that demenstration equipment is purchased for demonstration purposes only: 5.4.2 resells Products to End Customers or other Resellers selected by Ihe Distributor within the Teritory only; 5.4.3 provides appropriate training to its staff; 5.4.4 complies with all Applicable Laws {including regulations on advertising and promotion of Ihe Product 54,5 is aware of and complies with all Promethean Policies including but not limited to Promethean's Code of Ethics and Standards of Business which can be found at s:LAWWw.prometheanworld,c /social-responsibiity Distributor shail advise Promethean if if becomes aware of any conduct of a Reselier that could potentially damage the reputation or name of Promethean; and Distributor shallindemnify and hold Promethean hamiless agains! all acts ef the Distributor’s Reseller ts employees or agenisin relation to all claims or demands brought by the Distributor's Reseller including ail. costs ang expenses associated with the defence of any of the same or the enforcement of any of the foregoing rights save in relation to any claim made by a Reseller pursuant to any contract which it may have directly with Promethean.61 62 az: Sales Performance Salles Torgets. Promethean shall provide to the Distributor, on or around the Effective Dale of this Agreement and, thereafter, at or near the commencement of each calendar year during the term of this Agreement, the proposed Sales Targets ("Proposed Sale Targets") for the Temtory. The Distributor wil provide to Promethean its feedback in relation to the Proposed Soles Targets within 7 (seven) calendar days of the date of receipt of the Proposed Sales Targets from Promethean. If no feedback isreceived trom the Distributor within the 7-day period, the Proposed Sales Targets shallbe deemed as ‘accepted as the Sales Target for the applicable calendar year. | Distributor provides teedback during the 7-day review period, Promethean will review the Disiripulor's feedback in good faith and determine, in Promethean's sole discretion, whether fo revise the Proposed Sales Targets. In case ot either a revision to the Proposed Targe's or no revision, Promethean will confirm, in writing to Distriauter, the Sales Torgets for Distributor for the applicable calendar year. Promethean shall also have the unilateral right to revise the Sales Targets at any time in writing to Distributor, upon the occurrence of ny significant shift in overall market demand or any other event that Promethean reasonably believes will significantly impact the potential market for the sale of the Producls, Promethean will evaluate ali updates and moaiticetions to the Sales Targels in good faith, Underperformance. in addition to any other rights available to Promethean under this Agreement, to the extent that the Distributors actual sales within the Temitory {based on Promethean’s sales volume. data) fail fo meet the Sales Targe!s then Promethean may take any of, or a combination of, the following actions each of which shall be at Promethean's sole discretion and each of which shall require written notice to the Disirioutor: 62.1 terminate this Agreement with immediate effect If Distributor fails 1o achieve eighty percent (80%) of any Sales Targets; or 62.2 require the Distributor to establish and implement a written performance improvement pian “PIP”, which shalll provide specific, measurable goals that must be achieved by the Distributor over @ period of ninety (90) days (the end of such period being the "PIP Resolution Date"). Should Distributor fail fo achieve the goals attributed to the Distributor set out in the PIP to the satisfaction of Promethean, then Promethean shalll the right, in its discretion, upon written notice following the PIP Resolution Date lo either extend the lime period for Distributor to achieve the PIP, of terminate this Agreement without the payment of any compensation whatsoever to the Distributor with such termination by Promethean to be confirmed in writing without the need for any further notice. Purchases, Payments And Returns Purchase Orders 7.1.1 All Product orders shall be submitted through ihe CRM System and processed in accordance with Promethean’s then current Standard Terms and Conditions of Sale. To the exient that there is ony conflict between the provisions of Promethean's Standard Terms and Conditions of Sale and this Agreement, the provisions of this Agreement shall prevail. 7.1.2 The acceptance of orders for the Products shall be at Ihe discretion of Promethean and at all times shail be subject te: 7.1.2.1 the availablity of the Products: 7.1.2.2 the Disttiputer’s full compliance with the terms and conditions of this Agreement: Promethean being satisfied thal the Distributor is of appropricte financial standing; p?72 73 74 713 Product 7.21 7.22 723 Delivery 7.1.24 The price(s) quoted at the time of the order by Promethean; and. 7.1.2.5 Such other terms as Promethean may specify at the time of the order. Nothing in this Agreement shall require Promethean to give the Distributor any right of priority ‘over Promethean's other customers. Availabilty The Distributor understands and agrees that Promethean has the righi, at any time, to modity oF discontinue the production and/or distribution of any Products and Promethean wil Provide to the Distributor, where practicable, prior written notice of the same thitty (30) calendar days before the end of Product availabilty. The Distributor shaill use commercially reasonable efforts fo maintain during the Term sufficient stocks of ne Products to meet the Distributor's sales forecasts as submitled to Promethean from time to time. In the event of early termination, as set out in clause 15 of this Agreement, which is not folowed by the appointment of another distributor by Promethean, the Distrioutor shail be Fequired to maintain the availabilty of the Products for at east two (2) years after the Termination Date tc comply with the requirements of the Applicable Law "Continuous Distributor Requirement" Unless otherwise agreed in a Promethean Purchase Order, all Products will be collected by the Distributor on an Ex-works (Incoterms 2010), from Promethean’ originating port in China. Promethean will not be responsible for shioment of any Products to the Tertitery or otherwise. Payment and Creait Terms 7A. Payment 7.4.1.1 The price for the Products and any associated VAT or other indirect taxes will be invoiced in and payable In United States Dolars ($). Payment will be made on Jers agreed between Promethean ona the Distributor prior fo each order being accepted by Promethean and in default of any agreement, payment in full for each order will be made by the Disiribulor in advance of the dispatch of any order. 7.4.1.2 Unless otherwise ogreed in writing by Promethean, beginning thity (30) days atter the date of each invoice raed by Promethean, interest will accrue on unpaid balances at ¢ rate of eight percent (8%) above the annual bank base rate of Uloyas TSB Fle as published from time to time with such interest calculated on @ monthly basis. Promethean shall have the right to offset any discounls, credits, development funds, or other simliar amounts due or payable to the Distributor against amounts due to Promethean from time to time (whether under this Agreement or otherwise). All Invoices and statements of balances owing from ‘the Distributor to Promethean shall be deemed to be inevocably accepled as debt by the Distributor unless ebjected fo in writing within fourteen (14) calendar days after the date of such statement. Therefore, and notwithstanding anything tothe contrary in this Agreement, Promethean shall have the right to execute ony Said invoice without resorting te court. Payment to Promethean is not contingent on the Distributors receipt of any payments from Customers. To the extent that Promethean must bring an action of any kind to collect payment from the Distributor, the Distributor shal be responsible for, and Promethean shall be 7 ‘tn ¢7.42 7.43 entitled to recover, all of Promethean’s costs of collection of the payment including legal fees, cour! costs and investigatory fees. Invoicing. Promethean reserves the right lo invoice the Distribulor through Promethean Limited or any of is Aifiiates. Credit Requirements, Limils, Agjustments 7.43.1 7432 Promethean may, from time to time and in its sole discretion, establish and/or adjust a crecil limit for the purchase of Products by the Disiributor. The Distributor acknowledges and agrees that Promethean may periodically review the Distiibutors financial and credit information as deemed appropriate by Promethean. Promethean may, from time to time, require the Disiribulor to make letters of credit or other financial security in favour of Promethean pricr to the shipment of any Products to Distributor. Promethean further reserves the right to hold all orders if the balonce of the. Distributors credit account exceeds Distributor's established credit mit and/or if Promethean Is aware of any other occurence of circumstance which it reasonably delleves could have, or has had, an adverse impact on the Distributor’ ability to pay its obligations as they come due including but not limited to where: 9) the Distributors creait account exceeds the limit of Promethean's credit insurance; or b) appropriate credit insurance Is not available to Promethean for the Purposes of providing crecil fo the Distributor. ¢] In addition, Promethean reserves the right to demand pre-payment on Purchase orders until such time as the Disiributor pays all outstanding late. ‘and/or over-credit-imit invoices. Further, and in addition to any other remedies Promethean may have under this Agreement, Promethean reserves the right to reject orders for Products until such time as the Distributor has seitied all invoices due and owing. d) inthe event that: i a purchase order exceeds the Distributors estabiished credit limit; or |. the Distrioutor’s purchase orders are placed on hold by Promethean Gs @ resull of the Distributors incbilly to tender payment to Promethean in accordance with the terms of this Agreament; or fi, Promethean is ware of any other occurence or circumstance which lt reasonably believes could have, or has had, an adverse impact on the Distributor’ ability to pay its obligations as they come due: then Promethean may, in addition to any other rights it may have under this Agreement, accept purchase orders directly from one or more of Disiributor's Customers and, upon payment by each such Customer, offs i. ony amounts received by Promethean in excess of the sums which would have otherwise been due to Promethean by the Distributor for the some order(s); against 8 P7.44 Taxes 744.) 742 7.4.43 7.4.44 AAS TABS 7AAT ji. any amounts due to Promethean trom the Distributor: Provided that excess sums (if any} remaining atter all amounts due to Promethean by the Distributor have been paid in full will be distributed 0 ihe Disirioutor as soon as practicable, Where Promethean exercises this ight, it will be entitled to charge handling tees to the Distributor on ‘account of any cosls incurred by Promethean in satistying the relevant order(s). All prices charged and listed on the Price List are exclusive of any and cil indirect taxes including VAT, sales or other withholding tax, impor and/or customs duties or any other sums levied by third parties on the sale. Any and all taxes, impasitions, or other similor amounts applicable fo the sale of Products including import duties, and all other amounts levied cr imposed by ony foreign, tedercl, state, provincial, local, municipal, or other governmental ‘authorities resulting from the sale of Products to Customers and/or Resellers {including any retumns of Products the subject of any warranty work) shall be the responsibilly of the Distrioutor. All prices charged and listed on the Price Lis! are exclusive of shipping costs, handling costs, insurance costs and all other costs of satislying the specific requirements of the Distributor, Reseller and/or Customer. fond to the extent that Promethean is required fo account for any indirect tox on any sale or supply it makes fo the Distributor, it shall be entitled fo charge the Distributor for this indirect tax in adidiion to the Price for the Product to which it relates, The Distributcr shall pay Promethean any such indirect tax in addition and in accordance with the payment conailions that apply to the Price or other amount to which the tax relates, as sel cut in this clause. The Disiributor must provide Promethean with ils appropriate valid VAT or indirect fax registration number. Tax-exemption certificates must be supplied to Promethean for any exemptions, itis not anticipated thal Withholding Tax on royalties wil be payable on payments for sofware under this contract and withhokiing Tax must not be deducted from ‘ny payments trom the Distributor without prior written agreement from Promethean. in the even! that Withholding Tax is payable under the law of the Distributor's country of tax residence or the Tenitory then any such Withholding Tax is the liability of the Distributor and the Distributor shall gross up any such payments to Promethean so that Promethean receives a net amount equal to the full amount which it would otherwise have received had payment not been made subject to Withholiing Tax. 7.4.5 Reconciliation and Waiver 7.45.1 Subject to any shorter limitations set forth in this Agreement, the Distributor agrees: @) to reconcile any/all accounting issues related fo this Agreement with Promethean on a regular basis;75 76 ©) that it willnofify Promethean of any accounting claim arising under this Agreement within one (1) year from the dale of the transaction giving rise to the claim; and <) that any cicims not raised in the one (1) year period above shall be waived, Title andl risk 7.5.1 The risk in the Products shall pass to the Distibuter on delivery. 7.52 Tile to the Products shall no! pass to the Distributor until Promethean has received payment in fullin cleared funas tor: 7.52.1 the Products; and 7522 any other products or services that Promethean has supplied to the Distributor. 7.53 Untill to the Products has passed to the Distributor, the Distioutor shall: 7.53.1 hold the Products on a fiduciary basis as Promethean's baile 753.2 use commercially reasonable ettor's to store the Products separately from all other products neld by the Distributor so that they remain readliy identifiable as Promethean's property: 783.3 notremove, deface or obscure any identitying mark or packaging en or relating to the Products; 7.53.4 maintain the Products n satisfactory condition and keep them insured against ci risks for their full pice from the date of delivery: 783.5 nolify Promethean immediately If It ceases 10 cary cn lis business, becomes insolvent, fles a petition in bankruptcy, resolves to wind-up its business, hos a receiver or trustee appointed over the whole or any part of Its assets without its consent and such appointment is not dismissed within thirty (30) days, or if itis generally unable to poy its debts; 7.53.6 give Promethean such information relating to the Producis as Promethean may require from time to time, provided that, subject fo the Terms and conditions of this Agreement, the Distbulor may resell or use the Products in the ordinary course of its business. 75.4 {f before tie to the Products passes fo the Distributor the Distribulor ceases to camry on its business, becomes insolvent, files a petition in bankruptcy, resolves to wind-up its business, has receiver or trustee appointed over the whole or any part of its assets without its consent and such appointment is not dismissed within thirty (30) days, or ifit is generally unable to pay its Gebts, or Fromethean reasonably believes iha! any such event is about to happen and notifies the Distributor accordingly, then, proviced that the Products have no! been resold, or irevocably incorporated info another product, and without limiting any other right orremedy Promethean may have, Promethean may at any time require the Disiributor to deliver up the Products and, if the Distrisutor falls to do so promptly, enter any premises of the Distributor or of any third party where the Produc!s are stored in order 10 recover such Products. Limited Warranty: Remedies and Exclusions 10 a7.6.1 Liaboity 24 1 7.6.1.2 7613 7.6.1.4 7.6.1.5 Subject to the terms and conditions of this Agreement, neither party shall be fable in contract, tort (including negligence er breach of statutory duty) or otherwise for any other legal remedy for any indirect, special, or consequential loss or ‘damage (in any such case arising out of, or in connection with, this Agreement) Subject to the terms and conditions of this Agreement, neither party shalllbe lable in contract, tort (including negligence or breach of statulory duty) or otherwise for any other legal remedy tor any of the following losses or damages (in any such ase arising out of, orin connection with, this Agreement): 2) 08S of actual or anticipated profits; or b) loss of business opportunity: or ¢] loss of goodwil; d|__ provided, however, nothing contained herein shall relieve Distiibutor from its obligations to make full payment fo Promethean for all amounts due to Promethean based upon Disitibutor's purchase of Products from Promethean. Subject to the terms and concitions of this Agreement, the entire fabilly of either arly arising out of or in connection with this Agreement whether in contract, tort {including negligence or breach of slatulory duly) or otherwise for any legal remedy incluaing but no! limited to any statutory or contractual interest arising or awarded by any court of law, is mited fo 100% of the value of sales (less VAT or other sales tox and the valve of any credit notes) made by Promethean to the Distributor in the tweive(12) month period preceding the fist nofification of a claim by the other parly provided, however, nothing contained herein shall relieve Distributor from its obligations to make full payment to Promethean for all amounts due to Promethean based upon Distribuicr's purchase of Products trom Promethean. Subject fo the terms and conditions of this Agreement, the entire liabilly of either party in contract, tort (including negligence or breach of statutory duty) or ‘otherwise for loss or damage to the other party's tangible property resulting from negligence of the liable party 's limited 10 an aggregate figure of €1 milion in respect of each event or series of connected evenis. Nothing in this Agreement shall operate lo exclude or resiric 2) the Distioutor's liability uncer this Agreement te poy Promethean in respect of Products or services which have been ordered by the Distributor; b) the Distributors liability under the terms and conditions of this Agreement to include but not be limited to those terms and conditions relating to Promethean’s intellectual Properly Rights, and the Confidentiality and Non-Disclosure provisions contained herein; ¢) either party's fabiity for: 1) death or personal injury resulting trom its negligence:8. 81 Retums 7.6.2.1 7622 i) breach of the obligations rising from the Sole of Goods Act 1979: ii) fraud er deceit; or iv) any other right or remedy which may not be excluded os a matter of low: d}—_ Bxicept asset out in this Agreement, allwarranties, conditions and other terms implied by statute or common law are, to the fullest extent emitted by law, excluded from this Agreement. The Distributor will ensure that defective or expired Products delivered to customers are promptly collected at Dislibutor's own cost and expense. Any defective or expired Products so collected shall be charged fo and paid for by the Distributor, unless the detective or expiration of the Product is proven to be as. result of the act or default of Promethean. The Distributor will take all necessary measures to mitigate and prevent loss and damage arising from the defective or expired Products. Reiums for detective Products will be accepted in accordance with Promethean's policy for returns from time to time, as amended from time to time and made available through the Promethean Pariner Tools. Additional Covenants And Obligations Of The Distributor Sales and Marketing Reporting Obligations 8.1.1 The Distributor shall at all fimes use its best efforts to market, stimulate interest in, promote ond sell the Products within the Territory and diligently pursue all sales leads provided by Promethean. In particular and without imiting the generailty of the foregoing, the Distributor shall at its own cost and expense: alld 8.11.2 8.1.13 8114 hold for the entire duration of this Agreement ail fcenses, permits and authorizations required, necessary or appropriate, under Applicable Law, for the performance ot its obligations under this Agreement, including all and any licenses, permits and authorisations required for the importation, distribution ana sale of the Product in the Temitory; maintain adequate office taciities and an adequate number of Irained statt within the Temitory. including ailSales Representatives and Resellers, and dedicate @ marketing of sales manager to coordinate the activities of Sales Representatives. Promethean's sales support team will have direct access fo Ihe Distriputor’s dedicated sales manager during Promethean's regular business hours; execute, according to best efforts, all morketing plans in which Promethean involves the Distributor, including any Authorised Campaigns In the Terriiory to promote the Products; ensure that all import, distribution and sales octivities of the Distributor under this Agreement comply with the Applicable Law (including regulations on advertising ‘and promotion of the Products, regulations on protection of consumer interests, ‘and quality of goods ond producis) and provide Promethean with documents evidencing ils compliance with Applicable Laws if so requested by Promethean; " peB12 8.1.1.5 immediately notify Promethean if [here are any defective Products or any other citcumstances which may result in product liability, and take all necessary measures to mitigate and prevent loss and damage aring from defective Products or such circumstances; comply with all Promethean Policies regarding the use and display of Promethean's Marks; 81.1.7 accurately complete, maintain, and timely submit the following information te Promethean through the CRM System or any altemative method nolified by Promethean to the Distributor on the folowing bass ah quonery - projected sales forecasis for the Products for the quarter ‘and on arolling twelve (12) menth bast; b) weekly - sel-through reports with (i) for Reseller's that Promethean has approved to be part of the Promethean Partner program, the Resellers’ names, addresses, emails, and the Products sold, and (i) for all other Resellers, the information to be mutually agreed upon by and belween the parties; a monthly - any market research or other similar information for the Temitory obtained by the Distributor that could reasonably impact ‘any Product sales efforts; andl a monthly - ony other information reasonably requested by Promethean from time lo lime; and e) ‘assist Promethean in assessing market requirements for the Products in terms of quality, capability and other features. The Distributor grants to Promethean a perpetual, non-exclusive, royalty free licence to use, reproduce and adapt the information and reports provided to Promethean under this Agreement. 8.2 Warranty Support and Safely and Associated Reporting Obligations 8.2. 822 Warrenty and Support Obligations 8.2.1.1 Promethean will nol provide an End Customer Warranty for the Products. Distributor will be responsible for any End Customer Warranty. Promethean wi however, provide the Distrioutor with « Product Warranty and Support as outlined in the Warranty and Support Service Flow attached hereto and incorporaied herein by this reference as Schedule 3. 8.2.1.2 For the avoidance of doubt, End Customers are nol entitled to the standard manufacturer's End Customer Hardware warranty provided by Promethean. Promethean shaill provide standard manufacturer's warranly fo the Distributor. 8.2.1.3 Distributor snail ensure all warranty support to the End Customer Is controlled and provided by the Distributor. Support and Safety and Other Reporting Obligations 1 In order to assist Promethean in providing End Customers with appropriate Product warrenty and support fo enhance the End Customer experience, the Distributor shail procure the accurate compietion and timely submission of the B pr 82:823 8.24 following information to Promethean on the following basis by one of the following methods, such methods to be directed at Promethean’s discretion: a) monthly support and safety reporis to include but net be limited to the Product serial number, Product details, End Customer's name, address and email, the instaliation date and the installation engineer's name or company name; or b) any allemative method determined by Promethean in Its sole discretion from time fo time. 8.22.2 notify Promethean of any comments, suggestions, complaints, technicalissues, or concerns from Customers regarding the Products; 822.3 promptly provide all reasonable support and assistance requested by Promethean in cose of a Product recall or safely related Issue regarding the Products; and 8.2.24 provide reasonable support and information as requested by Promethean or is authorised hardware support providers to enable them fo cary out warranty support to End Customers provided that such information shall only be utilised for warranty and product liability purposes Certified Qualified installation In the event Distributor agrees te pertorm services for any End Customer that include the installation of Promethean Products at an End Customer location or warranty services, the Distributor shall ensure that all Products are installed by an individual who is qualified to perform such services. Surat Tonda Pendattaran ("Registration Certificate") 8.2.4.1 The Distributor shall be obliged and wholly responsible for the registration of this Agreement with the Ministry of Trade in accordance with the Applicable Law in the Tenilory. Any costs incurred relating to obtaining the Registration Cerificate, which also includes but is not limited to obtaining any Registration Cerificate ‘extensions throughout the Term of this Agreement, shall by the responsbbilly of the Distributor. 8.24.2 The Distributor agrees to forward to Promethean a copy of the Registration Certificate and any Registration Certificate extensions required throughout the Term of this Agreement within thity (30) days of receiving the same from the Ministry of Trade. 8.2.43 The Distributor shall be obliged to ensure the regular semester reporting of is Activities to the Ministry of Trade and or any other authority to comply with the Applicable Law in the Territory. 83 Compliance with Applicable Laws and Policies 83.1 he Distributor and its Resellers, Sales Representatives, employees and agents shall at all times have knowledge of ana comply with all: 83.1.1 Applicable Laws; 83.1.2 Customer Policies; ir po84 832 833 8.3.1.3. Distributor Policies: and 8.3.1.4 Promethean Policies. The Distributor shail immediately notify Promethean of any circumstances which may lead to ‘ny investigation or claim against the Distributor or Promethean arising out of or related to ‘ny violation of Applicable Laws, Customer Policies, Distributor Policies, or Promethean Policies atter becoming aware of the same. The Disiributor shall cerlify, at least annually, 10 Promethean (through the CRM System or otherwise if requested) that the Distributor is in compliance with all Applicable Laws, Customer Policies, Distributor Policies, and Promethean Policies, The Distributor shail at ail times: 8.33.1 Not engage in any activity, practice or conduct which would constitute on offence under section 1, 2, or 6 of the United Kingdom Bribery Aci 2010 if such activity, practice or conduc! had been caried out in the United Kingdom ["Relevant Requirements"); 83.3.2 Sections |, 2. and 4 of the United Kingdom Bribery Act 2010, as of the Effective Date of this Agreement, are attached hereto as Schedule 4. The Distrioutor is and shall at cil times during the Term of this Agreement remain responsible for reviewing, monitoring and maintaining compliance with all Applicable Low including but not fimited to the United Kingdom Bribery Act 2010: 83.3.3 Have and shall maintain in place throughout the term of this Agreement its own policies and procedures, incluaing but not limited 1o adequate procedures, including but not limited to adequate procedures under the United Kingdom Bribery Act 2010, fo ensure compliance with ihe Relevant Requirements; 833.4 Immediately notify Promethean, in writing, if @ foreign public official becomes an officer or employee of the Distributor or acquires a direct or indirect interest in the Distributor (and the Distributor warrants and represents to Promethean that it has no foreign pubic officials as officers, employees or direct or indirect owners as of ‘ond at the Effective Date of this Agreement) Additionel Stotements 8.4, In promoting the sale and use of Products under this Agreement, the Disiributor and its Resellers, Sales Representatives, employees ond agents snail only make or provide representations, warranties, or other statements conceming the use or functionality of the Products in line with Promethean's standard puislshed marketing materials and Promethean Policies. it the Distributor and its Resellers, Soles Representatives, employees and agents make statements other than in accordance with Promethean’s standard published marketing materials then: 84.1.1 The Distfibutor shall indemnity and keep indemnified and hold Promethean harmiess from and against any and all claims, damages or lawsuits (including Promethean's reasonable legal fees and costs) or liabilties Incured by Promethean as a resull of any statements made by the Distributor, its Resellers, sales Representatives employees or agents otherwise than in accordance with Prometnean’s standard published marketing materials; and in relation to any Reseller save in relation to any claim made by a Reseller pursuan! to any contract which it may have directly with Promethean. 8.4.1.2 Without prejudice to any other rights, Promethean shall be entilled to terminate this Agreement immediately upon written notice to Distributor, such termination fr 1585 9 94 92 10 to be automatic and without the need to any further notification or recourse to court, in the event that any statements made by the Distributor (other than in accordance with Promethean's standard published marketing meterials) damages the reputation of Promethean. Inspection Rights 8. 1 Throughout the Term, the Distributor shall: 85.1.1 keepaccurate up-to-date copies and records of all documentation pertaining to the procurement of and sale of the Products and any other activities under this Agreement, including without limitation, ali purchase orders, invoices, receipts, account ledgers, and inventory lists; end 8.5.1.2 where Promethean shall request information or documentation rejating to matters contemplated by this Agreemen! and such information or documentation is net provided to Promethean as it may reasonably request or Promethean determines that the information or documentation provided isno! adequate or suitable for its Purposes, then the Distributor will co-operate with Promethean or its advisors and upon at leas! five (5) business days prior written notice, the Distributor shall permit Promethean or its designated representatives to review or audit cny requested records, as well as Disiributor’s physical inventory of Products, during normal business hours, at Ihe Distributor's location(s), for purposes of determining the Disiributor’s compliance with this Agreement. Any such audil shall be conductet @) during normal office hours and with the minimum disruption to the Distributors business; and b) no more than twice In any calendar year unless circumstances require otherwise. Insurance The Distributer shal maintain in force during the Term and for a period of three (3) years thereafter such insurance policies as are appropriate and adequate having regard Io ils obligations and liabilities under this Agreement, including but not imited t 9.1.1 Employers fabiity as required os a matter of lot 9.1.2 Professional Services liability coverage it providing any installation or warranty services to the End Customer; and 9.1.3 General liablity insurance coverage of no less than One Million US Dollars (US$1,000000) per occurence with a reputable insurance company of good standing (A best rating of al least Ad The Distributor shall notify Promethean of any material changes in its insurance policies that may affect the Distributor's obligations and liabiliies under this Agreement and wil provide to Promethean on reques! evidence of the insurance cover and payment of all relevant premiums. Intellectual Property Rights. The Disiribulor acknowledges and agrees that: 16 pr10.1 Allright, tile and interest in the Intellectual Property contained in or relating to the Products, including Confidential information or materials fo include but not be limited to all documentation and manual. relating to Products, are and shall, as between the parties, remain the sole and exclusive property of Promethean: 10.2. The Distributor shall take all actions and execute all documents, at Promethean's expense and as Promethean may reasonably request, to affect the acknowledgement of Promethean’s ownership described herein and to secure, maintain and defend all Promethean ownership benefits and rights: 10.3. Allrigh!, title and interest in and fo Promethean Marks shall be the exclusive property of Promethean, In the absence of express written consent from Promethean, the Distributor shall nt 10.3.1 use registered or unregistered trademarks similar 10 or incorporating Promethean's Marks; or 10.3.2. create a unitary composite mark involving any of the Promethean Marks. 10.4. Distributor's ullsation of the Promethean Marks will not create in il, nor will Distributor represent it has, ny right, title or interest in or to such Promethean Marks other than the rights expressly granted in this Agreement. The Distrioutor agrees nol fo do anything contesting or impairing any rights of Promethean {as to the Promethean Marks: 10.5. Distributor shall: 10.5.1 not seek to register ony Proprietary Materials on behalf of Promethean; 10.5.2 not use, register or aliempt to reaister any trademarks, rade names, trade dress or get-up which resemble the Promethean Marks, Promethean's trade names or get-up. or engage in any other action or activity that would likely confuse or mislead the public or any sub-section of the public; 10.5.3 not remove, alter or otherwise tamper with any trademarks, trade names, trade dress logos, numbers or other means of identification on the Promethean Products or the packaging of the Promethean Products which come into the Distributor's possession, custody or control, or the possession, custody or control of any Reseller that purchases Promethean Products through the Distributor, and shall not place any trademark or trade name of its own on the Promeihean Products or any packaging or other materials used in connection therewith: 10.5.4 not do or omit te do, or authorise ony third party to do er to omit to do, anything which could Invalidote or be inconsistent with the Proprietary Mcterials or intellectual Property Rights of Promethean or any third-party: and 10.5.5 make a statement in any advertising material and promotional literature produced by or for it in connection with the Promethean Products as to the ownership of any relevant Proprietary Materials or intellectual Property used or referred lo therein; 10.6. All Proprietary Materials shall remain the property of Promethean: and 10.7. The Distrioutor may during the performance of its obligations and responsibilities under this Agreement suggest features or improvements for the Products or ideas for additional Products ("Suggestions"). in the event that there is ony Intellectual Property subsisting in or resulting from the Implementation of the Suggestions, all such Intellectual Property shall be the sole properly of Promethean. 11 Mutual Non-Solicitation Throughout the Term and fer a period of twelve (12) months thereafter, neither party shall (excep! with the prior written consent of the other) directly or indirectly, on behalf of any firm or person, solicit or seek to hire away any senior staff of the other party who have been engaged in the provision of the 72 3 Services or the management of this agreement or any significant part thereot either as principal, employee, agent or contractor who was employed or engaged by the other party al any time during the twelve (12) month period prior to termination or expiry of this Agreement; provided that the Publication or placement of a classifi advertisement open to al-comers and not specifically forgeted at such staff of the other parly in o general publication or through a generally accessible website and the hiring of persons responding to any such adverlisement shall not be deemed to be a breach of this Agreement. Additional Representations And Warranties Of Distributor ‘The Distributor represents and warrants as at the Effective Date of this Agreement and upon any 12- month extension of this Agreement beyond the Initial Term that: 12.1 if has full power and authority to enter into and fully perform its obligations under this Agreement: 12.2 The execution of this Agreement does not violate any contract or obligation existing between the Distributor and any third party: 12.3 it shall pertorm its duties and obligations under this Agreement in a manner thal will preserve the reputation of Promethean and the Products; and 12.4 No Migation, arbitration, investigation or other proceeding of or before any cour, arbitrator, governmental or regulatory official, body or authority, s pending, or to the knowledge of the Osstributor, threatened agains! the Distibutor which could materially and adversely oftect the Distributor, its operations, or the transactions contemplated by this Agreement, nor Is the Distributor aware of any basis for any litigation, arbitration, investigation or proceeding regarding the same. 125 The acceptance by Promethean of any order raised by Ihe Distributor will not result in any funds, ecenomic resources, or wider benefits being made available, directly or indirectly, to any individual, entity, or body designated under restrictive sanctions measures adopted by the United Nations or implemented by the European Union, a Member State, or the United States, or any party acting on behalf or at the direction of such an individual, entity, or body. 12.6 It will not sell, export, transfer, re-export, or re-transter any goods, works, or services provided by Promethean which may be, or are, intended for a “relevant end-use” unless prior authorisation by a competent authority has been granted. A “relevant end-use" includes: military use, or, use In connection with chemical, biological or nuclear weapons or other nuclear explosive devices oF the development, production, maintenance or storage of missiles capable of delivering such ‘weapons: or, use in connection with enrichment-related, reprocessing, or heavy water-related activities. ‘Mutual indemnification 13.1 By the Distributor. The Distributor shall be solely responsible for, and shall defend, indemnify and keep indemnified and held Promethean harmiess from and against any and allclaims, damages or lawsuits (including Promethean's reasonable legal fees and costs) or liabilities arking out of cts or omissions of the Distributor. its employees, ils Resellers, Sales Representatives, or agents (i) in the performance of the obligations under this Agreement, or (Il) in breach of the obligations, representations and warranties of the Distributor under this Agreement. 13.2 By Promethean. Promethean agrees to Indemnity the Distributor against ony and all damages and costs awarded against the Distributor as a result of a claim that the Producis or the use of the Promethean Marks in accordance with this Agreement infringes the intellectual properly Fights of any third party. 18 ee4 Ma 142 133 13.4 General Procedures, Any indemnification provided pursuant to the foregoing provisions shall include the payment of all reasonable legal fees and other costs incurred by the indemnified arty in defending any such claim. The indemnified party shall promptly inform the indemnifying arly in writing of any such claim, demand or suit and shall fully cooperate in the defence thereof. The indemnified party wilino! agree to the seltlement of any claim, demand or sult prior to the final judgment thereon without the consent of the indemnitying party, whose consent will not be unreasonably withheld, The indemnified party shall not by any act or omission admit liability of otherwise prejudice or jeopardise the indemnifying party's actual or potential detence to any claim. The indemnification provided herein is subject to the indemnified party's duty to take reasonable measures fo mitigate all of its costs, expenses, damages or liabilities. Other Remedies. If Promethean is of the opinion that the Products, or any portion thereof, may infringe the intellectual property rights of a third party, Promethean may, at ils election and expense, either: 18.4.1 Procure for the Distributor the right to use the infringing element of the Produc 13.4.2 Procure the right to on element of the Product which performs the same function without any materia! loss of functionality; 13.43 Replace or moaity the element of the Product so that the infringing portion is no longer Infringing and stil performs the same function without any material loss of functionally; or 13.4.4 Ifnone of the foregoing Is commercially reasonable, terminate this Agreement, without ‘ony liability to the Distributor. Confidentiality And Non-Disclosure Each 141.1 141.2 1413 parly acknowledges and agrees that: Confidential information will be exchanged between the porties during the term of this Agreement and that each porty shall use no less than the same means it uses to protect its ‘own confidential and proprietary information, but in any event noi less than reasonable means, fo prevent the disclosure and to protect the confidentialty of the Confidential Information of the other par) it will not Use the Confidential information of the other party except for the purposes of this Agreement and will not disclose such Confidential Information or make it available to third Patties except, in reiation to Promethean’s Confidential information, as approved by Promethean in advance and in writing and only where such third party has a need fo access such Confidential information in connection with the performance of this Agreement; and Prior to disclosing to or permitting any Reseller access to any of Promethean's Confidential Information, Distributor agrees to obtain from each such Reseller, or confirm in writing that each such Reseller has signed with Promethean, a confidentiality agreement that fulfis all of the obligations of this Agreement. The obligations of confidentiality set out in this Agreement shall not apply: 14.21 las to Confidential Information which at the Effective Date is, or becomes at any time after that date, within the public domain (other than as a resull of a breach of this Agreement); where disclosure ig @ requirement of any law; stock exchange; secutilies exchange’ regulation; binding judgement; order or requirement of any cour! of other competent ‘authority or regulatory body or government body to which the Distributor is subject of submits (whether or not the requirement for information has the force of law): 19 fa143, 15 151 152 1423 142.4 Where the Distfibuter can show thal the information was obtained, free from any restrictions 3 fo its Use or disclosure, from a third party who was free 10 divuige it; where the information was developed by, or for, the Distributor independently of any information received under this Agreement and by persons who had no access to, oF knowledge of, that information. Disclosure under this Agreement shail (unless such notice of consultation is prohibited) only 5¢ made after prior consultation with Promethean as to the terms, content or timing of disclosure anc to the Person or persons and in the manner required by the law, regulator or authority, or as otherwise agreed between the porlies. Early Termination By elther Party. This Agreement may be terminated immediately by o party by written notice to the other party it: 15.1.1 The other parly commits any inemediable material breach of any provision of this Agreement: 15.1.2 The other ary commits any remediable material breach of any provision of this Agreement cand fails to remedy such breach within thirty (30) days from service of a notice specifying the breach and requiring It to be remedied; 15.1.3 The other party ceases fo cony on ils business, becomes Insolvent, files a petition in bankruptcy, resolves to wind-up its business, has receiver or trustee cppointed over the whole © ony part ofits assets without its consent and such appointment is not dismissed within thitty {30} days, if the other party is generally uncble to pay its debis, or if any event occurs, or proceeding is taken, with respect fo the other party in any jurisdiction to which its subject that has an effect equivalent or similar to any of the foregoing: or 15.1.4 There isa force majeure event in accordance with the terms of this Agreement. By Promethean. This Agreement may be terminated immediately by Promethean by written notice to the Distributor without the need to any form of judicial notice or recourse to court If: 152.1 15:22 1523 15.24 The Distributor or its Resellers, or any ofits officers or cireclors: 15.2.1.1 ischargedwith the commission of any act of fraud, theft, embezzlement, financial dishonesty, of criminal act involving moral turpitude, 18. is a parly to any Customer, governmental or other investigation which Promethean determines has or will cause damage to Promethear's reputation, or 1521.3 commits any anti-competitive act or any act thal Promethean deems, in Promethean's sole ciscretion, to be bribery: There is c change of Control of the Distributor: The Distributor underpertorms or fails to achieve sales targets or soles goals as established, from time to lime, by Promethean; ‘The Distributor fails to submit timely forecasts and/or reporis required by Promethean, reasonably requested, from time to time, by Promethean, or as olherwise required under the terms of this Agreement: 20 or6 160 162 15.2.5 the Distributor challenges the validity of Promethean's and/or any of its Affilates' ownership or title to any of its Intellectual Property rights including, withou! limitation, the Promethean Marks: 15.2.6 the Distributor has caused, or in Promethean's sole discretion is ikely 10 cause, damage to the reputation of Promethean; 15.2.7 the Distributor breaches any Applicable Law; 15.28 the Distributor, in Promethean's sole discretion is ikely to cease to cary on Its business, become insolvent, fle a petition in bankruptcy, resolve fo wind-up its business, have receiver oF trustee appcinted over the whole or any part of ifs assets without ils consent and such appointment is not dismissed within thirty (30) days, or it Distributor is generalty unable to pay its debts; 15.2.9 Promethean reasonably believes the continued utilisation of a Reseller by the Distributor would be contrary and/er harmful to Promethean's reputation or commercial interest (Reputation Breach’) and where the Distibutcr has tailed to remedy the Reputation Breach fo the reasonable satistaction of Promethean within 10 days of receip! of notice from Prometnecn: 1.2.10 The Distributor fais fo pay Promethean in a timely manner any sums due to Promethean, from lime to time, and fails to cure said beach within ten (10) days written notice from Promethean to Distributor in this respect; 15.2.11 The Distributor sells. Distributes, transters, ships or installs the Products to any company, person or entity oF End User outside the Territory: or 15.2.12 Promethean provides thirty (30) day advance written notice that Promethean is electing to terminate the Agreement without cause. Effect Of Termination Upon termination of this Agreement for any reason, the Distributor shall be permitted a sel-off period of two (2) months starting from the Termination Date, during which time the Distributor shall be permitted to sel, in ine Temtory, ony Products in the Distributer'sinventory on the Termination Date (the “Sell off Period”). During the Selloff Period, the Distributor shall nat be permitted to sell any Products outside the Territory. During the Selloff Period, the Distributor shall not be permitied to sell any Products at prices below the amounl(s) Distributor paid for such Products without giving Promethean at least five (5) business days advance written notice and a right of fist refusal 1o complete the purchase of Products trom Distributor ct such prices. This right shall be exercisable within five (5) business days of Fromethean's receipt of the sale notice from Distributor. Upon exercise of the right, Promethean shail have a period of thity (90) days to complete the repurchase of the Products from Distributor. within thirty (30) days of the two (2) month Sell off Period: 16.2.1 all Products in the Distributor's inventory for which title has not passed to the Distributor will be returned to Promethean, or such other organisation as Promethean may direct, at the Distributor’ cost; 16.22 in relation to Products in the Distributor’s inventory which we ere curent Products on then current Promethean price ist, for which fille has passed to the Distributor bul have no! already been purchased by Promethean pursuant to any other provision contained herein, Promethean will have the right of fst refuscl but not the obligation to buy back such products ata price 10 be negotiated and agreed by both partes. In the event that Promethean waives its fist refusal rights in writing or the parties connol agree on a buy back price within ten (10) business days of Promethean having received a written notice of intention io sell these : a163 16.4 16.5 16.23 Products from the Distributor, the Distributor will be free fo sell such products within the Territory without restriction as to price.. The Distributor shall retum to Promethean, at the Distributer’s cost, ail Promotional Materials together with a notarised certificate establishing that ne Promethean Products, Promotional Materials, stock, Confidential Information, or other Proprietary Materials remain with the Disiributor. The Distributor shall promptly pay all outstanding unpaid Promethean invoices, which shall become immediately payable by the Distributor in respect of Products ordered prier fo termination but fer which an invoice has not been submitted. The Distributor shall: 16.4.1 16.4.2 16.43 16.4.4 16.4.5 16.4.6 16.4.7 16.48 16.49 164.10 cease to use all Promethean Marks, Promotional Materials and other Proprietary Materials to gromole, market or advertise the Products other Ihan for the purposes of selling Products tor which Promethean has nat exercised its right of repurchase pursuant to clause above; ot hold Itself out as an authorised distributor oF reseller of the Products or use any branding confusingly similar with the Promethean branding or do anything that may indicate ony relationship between Distributor and Promethean’ cease to link 10 the Promethean websites from the Distributor's website or any other webste under the Distributor's control, cease to use any domain names that contain Promethean branding and within a reasonable period thereafter the Distributor shall transfer any domain names registered using Promethean branding or intellectual Properly to Promethean (which such domain names should only have been obiained by express written permission from Promethean); deiver to Promethean all Proprietary Materials and all copies of information and data provided by Promethean to the Distributor, including Confidential Information, for the Purposes of this Agreement. The Distributor shall cetily 1o Promethean that it has not retained any Copies of Proprietary Materials or other information or data, except for one copy which the Distributor may use for aualt purposes only and subject to the contidentialty obligations contained herein. subject to the obiigaticns of confidentiailly, co-operate with Promeinean and/or its Affliates to effect an orderly handover of business relevant to this Agreement; continue its commitment to the End Customer with regards to fulfilment of End Customer Warranty: Inform allot its Customers that this Agreement has been terminated; provide its Customers with the name and address of Promethean and of any new distributor ‘eppointed by Promethean for the Tertitory; and provide Promethean with all necessary information conceming outstanaing or prospective ‘orders by Customers which Promethean or any new distrisutor may wish to meet. The termination of this Agreement shali be without prejudice to the rights of the parties accrued up to the date of such termination. Upon termination, all rights granted to the Distributor shall cease and rever! back to Promethean. Any provision of this agreement which expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and ettect. 2 gn166 The Distributor shall not be entitled to any indemniy and/or termination fee and/or any other 7 74 172 173 compensation for or related drectly to the termination of ths Agreement including without limitation any damages or other payment that would otherwise arise or be payable under any law of the Terrtory. The Distributor hereby explicitly and irevocably waives any and all of its possible claims or rights of whatsoever nature arising directly or indrectly under or in connection with such termination. Notices Every notice, request, demand or other communtation under this Agreement shall be: 17.4.1. inwriting, reputable international overnight courier, delivered personally or sent by pre-paid first-class letter or email (confirmed by letter) inwriting in the English language; and 1742 sentto: )__Invia Solusindo Pratama PT Jalan Griya Sejahtera Ancol Selatan Blok D No. 2 Kel Sunter Agung, Kee Tanjung Priok, Jakarta Utara- 14350 DKi Jakarta, Indonesia Attention : Rainata Gunawan Email = rainata@indovisual co id/rainata.gunawan@invia id i) Promethean Limted Promethean House Lower Phiips Road \Whitebirk industrial Estate Blackburn Lancashire aB1 57H Attention: Allyson Krause (General Counsel) Emall: Alyson Krause @ prometheanworld.com Any notice or other communication given by a party shall be deemed to have been received 17.21 sent by email to the valid email address set out above, one hour afterit was transmitted; 1722 f given by hand on the day of the actual delivery; and 1723 f posted, on the second Business Day following the day on which t was dispatched by pre- paid first-class post, Provided that a notice given by post on a day which is not a Business Day (or after normal business hours in the place of receipt) shall be deemad to have been sent on the next Business Day To provide service, itis sufficient to prove that: 17.31 i delivered by hand or reputable international overnight courier the notice was delivered to the correct address; or1B 18.1 18.2 9 194 20.2 a 21 17.3.2. it sent by post or by Girmail the envelope containing Ihe notice was properly addresses, Paid for and posted; or 17.32 if sent by email, the notice was properly addressed and sent to the email address of the recipient, Force Majeure Subject to the terms of this Agreement, neither party shall be liable for any delay in performing or failure to perform any of its obligations under this Agreement if such delay of failure results from events or circumstances beyond its reasonable control including but not limited to Acts of God, fie, explosion, Industrial strikes excluding strikes by either party, government control, restrictions or prohibitions or any ‘other government act or omissions whether local or naticnal provided that as soon os reasonably practicable the party which is affected by the circumstances beyond its reasonable control serves on the other a notice informing the other of the circumstances in question and their effect on the performance of the obligations under this Agreement. Notwithstanding the foregoing, each perly shall use all reasonable means to continue to perform, cr resume performance of, such obligations hereunder for the duration of such force majeure. In the case of an event of a force majeure preventing either party from performing the whole or a substantial part of their obligations in accordance with this Agreement for a period of 60 (sixty) calendar days or more, either party, individually, shall have the right to terminate this Agreement by giving to the other party at leas! five (5) business-days advance notice in wating. Assignment ‘The Distributor may not assign all or part of ils benefits or obligations of this Agreement fo any third party without the prior written consent of Promethean with such consent to be at Promethean's sole discretion. Promethean may freely assign its rights under this Agreement to any Affifate of Promethean. Export ‘The Distributor, for itself and on behalf of any Resellers, agrees to comply fully with all Export Laws to assure thal no Products are: (¢) exported, directly or indirectly, in violation of Export Laws; or (bb) are intended to be used for any purposes prohibited by Export Laws; or (c) supplied, sold, transfered or retransferred to an individual, entily or body subject to Restrictive Sanction Measures. The Distributor acknowledges and agrees with Promethean that: 20.2.1 Promethean Is not obliged to fulfil any Purchase Order where to do so may breach any relevant Export laws or Resirictive Sanction Measures; and 20.2.2 Promethean may terminate this Agreement without ony compensation payable to the Distributor where relevant Export laws or Restrictive Sanction Measures prohioit the expor! to or sale of Products in the Territory for c continuous period of 3 months. Dispute Resolution Procedure It a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it ("Dispute") then, except as expressly provided in this Agreement, the parties shal follow the dispute resolution procedure set out here 21.1.1. either party shall give to the other written nolice of the Dispute, seffing out ils nature and full particulars ("Dispute Notice’), logether with relevant supporting decumentation. On service of the Dispute Notice, Promethean's representative and the Disirioutor's representative shall attempt in good faith to resolve the Dispute: * a22 2112 213 Qa if the Promethean’s representative and the Distributor's representative are for any reason unable to resolve the Dispute within thirty (30) calendar days of service of the Dispute Notice, the Dispute shall be refered to the CFO of Promethean and Distributer's representative whe shall attempt in good faith to resolve tt; and if the CFO of Promethean and Distributor’s representative are for any reason unable 10 resolve the Dispute within thinly (30) calendar days of it being referred to them, the parties will attempt to settie It by mediation In accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing ("ADR notice’) fo the other party requesting a mediiation. A copy of the ADR notice should bbe sent fo CEDR Solve. The mediation wil start not later than sixty (60) calendar days after the date of the ADR notice. Unless otherwise agreed by the parties, the piace of mediation. shall be London, United Kingdom, Any dispute, controversy or claim arising out of or in relation to this Agreement or at low, of the breach, termination or invatidty thereof, that cannot be settled through the mediation, Qs referred fo In clause 21 by agreement between the parties, shall be finally seitied by binding arbitration administered by the Intemational Chamber of Commerce ["the ICC") in accordance with the Rules of Arbitration of the ICC then in force by one or more ‘arbitrators appointed in accordance with such Rules and the following provisions. This ‘orbiteation clause shall be deemed self-executing and in the event that either party fails fo ‘appear at any properly noticed arbitration proceeding, an award may be entered against such party notwithstanding said failure to appear. Such arbitration shall be conducted af the offices of the ICC or any other location established by the appointed arbitrators) in the city of London, England. the arbitration proceeding shail be conducted in English and the arbitrator(s) shall apply the law chosen as the governing law in Clause 27 of this Agreement. All documents and agreements relative to any such dispute shall be read, interpreted and construed from the English version thereof. The award rendered shall be final and binging ugon ail parties. Judgement upon tne award may be entered in any court having |ufsdiction, or application may be made to such court for the judicial ‘ecceptance of the award and/er an order of enforcement as the case may be. The parties, further agree that i) there will be a record of ihe proceedings at the arbitration hearing and the arbitrator(s} wil ssve G reasoned “statement of decision” setting forth the factual and legal basis tor the decision of the arbitrater(s): i) the arbitrator(s) will not have: any authority to award to the parties indirect, special, incidental or consequential damages, including lest profits and the jurisdiction of the orbitrator(s) to award final relief will be limited to an award of direct damages in accordance with the term of this Agreement; fi] the award of the arbitrator(s) shall be the sole and exclusive remedy between them regarding any claims, counterclaims, issues or accountings presented or pled to the arbitratoris) ond shall be binding and enforceable against them; Iv) such ‘ward shall be made and shall be promptly payable in US Dollars free of any tox deduction or offset; and v) any costs, fees oF taxes Incident to enforcing the award shall to the maximum extent permitted by law, be charged agoinst the porly resisting such enforcement, The award shall include interest from the date of any damages incured for breach or cther violation of the Agreement and from the date of the award until pald in full, at the highest rate permitted by applicable law, and reasonable atlomney's fees and costs of investigation of the prevailing party. All notices by one party to the others in connection with the arbitration shall be in writing and shall be deemed to have been duly given or made if delivered or mailed in accordance with this Agreement. Except where Cleary prevented by the area in dispute, tne parties agree to continue to perform their obligations under the Agreement while the dispute is being resolved unless and until the Agreement expires or is terminated in accordance with its terms. Headings. The clause headingsin this Agreement are inserted for ease of reference only and shall not Gffect the construction or interpretation of this Agreement. 25 oe23 23.1 23.2 24, 24 24.1 24.2 243 Relationship Between Promethean And Distributor The relationship of Promethean and the Distributor established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to give either party the power to direct and control the day-to-day activities of he other party, create a relationship between the parties as pariners, joint ventures or othenwise as participants in a joint or common undertaking, of allow the Distributor to create or assume any obligation on behalf of Promethean for any purpose whatsoever or allow Promethean fo create or assume any obligation on behalf of the Distributor for any purpose whatsoever. This Distributor acts as an independent party purchasing the Products, owns the purchased goods and resells them in its own name. The Parties hereby acknowledge and confirm to each other that the Distributor does not and shall nol act asan agent of Promethean in performing itsrights and obligations under this Agreement, Agency This Agreement shall not constitute a commercial agency agreement and except for the registration fer the purpose of obtaining the Registration Certificate, it shail not be registered as such with any authority in the Temtory and the Parties hereby agree that any action by the Distributor to register this Agreement as @ commercial agency agreement shall constitute automatic termination of thi. ‘Agreement without need of notice, procedure or any other action, whether judicial or otherwise. Distributor will purchase the Products as an independent merchant with the corresponding status for tox and social security purposes. The Distributor will resell the Products without modification, in its own ome and for is own account. it will not act or hold itself out as an agent or representative of Promethean. Furthermore, the Distributor represents and warrants to Promethean that it has not registered ilself as a commercial agent in the commercial registry or any other registry in the Territory nor made ony dealings with third parties as a commercial agent. The Distributor undertakes to assist Promethean in verifying that no commercial agency registration has béen made to that effect or any other agency in the Tertiary. Entire Agreement; Severability; Waiver Entire Agreement. This Agreement, together with all Schedules, and any attachments thereto and Promethean’s Standard Terms and Conditions, the Promethean Policies, the Confidenticity Agreement, the Distributor Target Letter and any documentation referred to in this Agreement ‘cluding without limitation any letter of credit, guarantee or other forms secutiy that Promethean may requite supersede ond terminates any amangement, undertaking, understanding, promise or ‘agreement made or existing between the parties regarcing the same purposes prior to or simultaneously with this Agreement andi consfitutes the entire understanding between the parties. No ‘amendment or modification of this Agreement shall be rade except in writing and signed by both Parties. In the event of a conflict between the terms of this Agreement, the Confidentiality Agreement and any terms or conditions relating to the sale of Products or Promethean Policies contained in or sei ut in any system or too! that Promethean makes available to Distributor, the terms of this Agreement shall prevail. Severabilty. If any court er competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the valdity and enforceability of the other provisions of this Agreement shall not be affected. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of It were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable. Waiver. The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be & waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement, 26 pe25 26 27 a7 27.2 Third Partios ‘A person who is not a party to this Agreement shall have no fights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This clause does not affect any right or remedy of any person which exists or i available otherwise than pursuant to that Act. Governing Law This Agreement has been made in and shall be construed in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English Courts save in respect of enforcement in relation to which jurisdiction shall be non-exclusive ‘This Agreement may be translated into any language by a Sworn Notary, at the Distributor's own expense, other than English but # there is any conflict in meaning between the English language version and the translated version then the English language version shall prevail, This Agreement may be executed n any number of counterparts, and by each parly on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart signature page of this Agreement by email attachment (PDF) or facsimie shall be as effective as delivery of a manually executed counterpart of thisAgreement INWITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. Promethean Limited By: Name: Title:_ Date: Invia Solusindo Pratama, PT Name: Jonny Name: Jonny pr Date: 23 May 201926 a md 27.2 Third Parties A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Thicd Parties) Act 1999 to enforce any term of this Agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. Goveming Law This Agreement has been made in and shail be construed in accordance with the laws of England ‘and Wales and shall be subject to the exclusive jurisdiction of the English Courts save in respect of ‘enforcement in relation to which jurisdiction shall be non-exclusive. Miscellaneous This Agreement may be tronsiated info any language by a Swom Notary, at the Distributor’s own expense, other than English but if there is any conflict in meaning between the English language version and the translated version then the English language version shall prevail This Agreement may be executed in any number of counterparts, and by each party on separate counterparis. Each counterpart is an original, but all counterpars shail together constitule one and the same instrument. Delivery of an executed counterpart signature page of this Agreement by email attachment (PDF) or facsimile shall be as effective as delivery of « manually executed counterpart of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Dale. Promethean Limited by: { W— ~— wa Name: lan Ciuet 1s tile: Director Date: ie 4 Invia Solusindo Pratama, PT By: Name: Date: 27SCHEDULE 1 Part 1 - Territory Indonesia Part 2 -Market Segment Education, Business & GovernmentSCHEDULE 2 Defined Terms In this Agreement, the terms hereunder shall have the following meanings: “affiliate” means in relation to a party, any other person which directly or indirectly Controls, is Controlled by, ris under direct or indirect common Control with that party from lime to time. “Applicable Law" means any applicable law, statute, bye-law, regulation, order, regulatory policy, guidance or industty code, rules of court or directives or requirements of any regulatory body applicable to: (a) the procurement of Products by Ihe Distributor and/or Customers; (b) solicitation, scles and marketing of Products to Customers; and (¢) all other transactions engaged in or activities comied out by the Distributer, Including without imitation the Public Contracts Directive 2004/18/EC and the Bribery Act 2010. “Authorised Campaign” means a specific campaign, authorised by Promethean, where Promethean and the Distributor agree specific maximum pricing for a specific Product(s). “Business & Government” means sales outside of the Education Markel. "Confidential Information’ means any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, know-how, personnel and suppliers of either party, including Intellectual Property, together with all information derived from the above, and any other information clearly designated as being confidential (whether or not it is marked as “confidentiat’) or which ought reasonably to be considered to be confidential. “Confidentiality Agreement” means any confidentially agreement entered info belween Promethean and the Distributor in connection with this Agreement. “Control” means that o person possesses directly or indirectly the power ta direct or cause the direction of the management and policies of the person in question, whether through the ownership of voting shares, by contract or otherwise and "Controls' and "Controlled" shaill be construed accordingly. “CRM System” means Promethean intemet-oased Product sales and Dis\ributor information reporting system utilsed in accordance with the terms of this Agreement and accessible to the Distributor through wwwsalesterce.com, or at any altemative website Promethean may designate in its place. “Customer” means any purchoser or potential purchaser of Products in the Territory (including, without Imitation Resellers) ‘Customer Policies” means all Customer policies and procedures applicable to the tendering of business to or the manner in which the Customer or its employees must conduct themselves in any dealings with potential persons seeking to sell products and/or services to the Customer. “Distributor Policies" means ail policies and procedures developed and implemented by the Distributor that are applicable to the marketing, procurement, and/or sale of Products. “Education” means all schools and education establishments including nursery, Kindergarten, K-12, primery secondary, and higher education institutions including universities, colleges, community colleges, vocational, technical and graduate schools. “Effective Date” means the date of issuance of the Registration Cerlificate referenced in clause 4.1 of this Agreement. “End Customer” means the first end user of the Products and excludes Resellers of any kind. 29 er“Export Laws” means all relevant export laws and regulations relating to the United Kingdom, the Unitea Nations, the European Union, the United States cf America, the People's Republic of China and the country to which the Goods are to be delivered, as amended from time fo lime. “Intellectual Property" means (i) patents, designs and trade marks (whether registered or unregistered), copyright and database rights; (i) all other intellectual property rights ond similar or equivalent rights ‘Gnywhere in the worid which curently exist or are recognised in the fulure; and (il) appications, extensions ‘and renewal in relation to any such rights, “Market Segment” means the market(s) in the Territory into which the Products may be sold by the Distributor ‘asset out in Schedule 1. “Price List" means the per-unit Product price lst published by Promethean and as amended by Promethean from time to time. “Products” means those hardware and software products produced and/or disiriouted by Promethean and/or Its Affilates, together wilh their packaging and manuals, es amended from time to time. “Promethean Certified Installer” means an organisation which has been certified by Promethean to install its Products in accordance with any Promethean Certified installer Program. “Promethean Certitied Installer Program” means any program oF training that may, trom time to time, specifically be offered by Promethean for the training of persons to install its Products, as such program may be estobished and madified from time to time. "Promethean Marks” means all of Promethean's registered and unregislered trademarks, trade names, and similar rights pertaining to the Products. “Promethean Partner” means any Reseller thal Promethean approves for, and grants access to, the: Promethean Pariner Tools. For the avoidance of doubt, each Promethean Partner is an independent contractor and has not authority whatsoever to bind, obligate or commit Promethean to any obligation or fabilty. Promethean is not responsibie for the acls or omissions of any Promethean Partner. “Promethean Partner Tools (“PPT”) means the Internet based site or sites made available by Promethean to the Distributor and Resellers for the purposes of providing information relating to Promethean's Products to include but not be limited to the Price List, the Promethean Accreditation Programme, news, updates and announcements trom Promethean, information pertaining to demonstration equipment, information relating to promotions or offers made available, rom time to time, by Promethean, account information, forecasting, opportunity registration Information, MDF supmission and information and the process to submit purchase orders. The Promethean Partner To's include the ATLAS Gateway and Box {for document sharing purposes) aswell as any other sites or tools that may, from lime to lime, be made available by Promethean. “Promethean Policies" means Promethean’s Code of Ethics and Standards of Business which can be found ot bitpy//www.promeiheanworic.com/about/sociakresponsibifiy, Brand Expression Guideline (nttos://www.promeiheanworld.com/downicads/aboul/oress-room/Promethean stylequidelnespaf and other operational polcies related to the marketing and sale of fis Products and including Promethean's Warranty Terms and Conditions and Process, as established and modified by Promethean trom time to time, and made availaisle by Promethean through the Partner Portal, CRM System or othenwise. Promethean's Standard Terms and Conditions of Sale” means Promethean's standard terms and conditions of sale es amended from time to time and made available fo the Distrioutor through the CRM System. “Promethean’s Warranty Terms and Conditions and Process” means ihe Promethean Global Harcware Warranty Terms and Conditions (\www.crometheanworid.com/warranty) and associated process relevant to the Products as amended from time to time. 30 pr“Promotional Materials” means any documents and materials, Including manuals, packaging, advertising, promotional, display and any other marketing or instructional materials of or concerning the Products, provided by or on behalf of Promethean to the Distributor which the Distrioutor may use in conjunction with the distribution of the Products, or for promotional purposes. "Proprietary Materials” means the Promethean Marks, all iradenomes, Froduct iterature, patents, copyrights, Gesigns, drawings, formulas, sales and prospect data and information of every kind and all other data and information provided by Promethean or otherwise related fo the Producls or crealed using any of the foregoing throughout the term of this Agreement. "Reseller" means a Reseller of Promethean Products that sells to End Users or Customers. “Restrictive Sanction Measures” means all applicable national, regional and intemational sanctions jaws and regulations, including but not limited to those relating to the United Nations, the United Kingdom, the European Union, the People’s Republic of China, the United States of America and the country fo which the Goods are to be delivered, as amended trom time to time. “Targets" means the Disirioutor’s target (quarterly and annual) in respect of Product sales as established by Promethean and notitied to the Distributor. “Term” means the term of this Agreement, beginning on the Effective Date and ending upon expiry of termination for any reason. “Termination Date” means the date of termination or expiry of this Agreement. “Temitory” means the geographic region(s) comprising the merket(s) in which the Distiibutor shall be authorized fo engage in the sale of Products, as set out in Schedule |. “VAT" means Value Added Tox, indirect tax, sales tax or equivalent in the Distributor's country of business ‘operation or the country in which the sales take place. “Withholding Tax" mecins tax deducted under the legislation of the Distributor's country of tax residence or the Tertitory on payments to non-residents for software royally licence fees.Schedule 3 ~“Proposed Proguct Warranty Service for End User via Customer Support Ea ES hes Promethean 29 Process Responsibilities 1) Invia - Provide customer support facility for Endl Users (Phone or Email) 2), Invia - Provide first line technical support to End Users i. Confirm that product is in warranty li, Troubleshcot tault reported with End User 3). Invia - Report End User fault fo Promethean 4) Promethean — lag case i. Complete 2nd line diagnostics ji. Verity support action for case. 5) Promethean confirm Product requires replacement 6). Invia = Confirm support action with Ena User 7) Invia - Invia perform support with End User ‘Swap out faulty Product (from own stock) ji, Ifo stock is required - invia collect replacement product or part from Promethean ii, Or Repair faulty product on-site with parts from (purchased service stock) 8) Invia~Retum faulty Product back to Invia Service Centre 9) Invia - Confirm actual fauit to Promethean after fault repiication on site and / or retum to service centre 10) Promethean — Update Case detail in line with Invia actual fault found 11) Promethean - Prepare replacement Product or part for collection by Invia within 2 days or periodically. 12) Invia - Place replacement Product into warehouse or repair faulty product with replacement part 13) Invia - Retain faulty part or product in warehouse for up to 6 months. 14) Promethean - Confirm if faulty product or parts are required for return to Promethean for further investigation |. Ifo retum required, Invia can scrap locally for spare service parts, 32 orAdditional invia Responsibilities 2) Invia- Provide all local translations required fo fulfil contractual obligations. 2} Invia - Provide replacement praduct from own stock. 3) Invi - Provide full and accurate reporting of ALL cases 4)_Invia - Provide suitably trained resource to perform suppor! and service functions 5) Invia - Keep ail faulty products quarantined in warehouse for possible inspection by Promethean and /orretum to Promethean supplier 6) Invia - Strip faulty products for spare parts, upon approval by Promethean to use for future repairs 7) Invia - Register and Activate warranties as required via ihe Registration Portal {avaikabie in English) 8) Invia - Provide service reports to Promethean (as and when required). Additional Promethean Responsibilti 1. Promethean - Provide training, guidance and best practice on: 1 Product stock storage conditions Technical suppor including diagnostics and use of Promethean troubleshooting flow charts Installations Ww. Tech field service 2, Promethean - Provide ail necessary service and support supporting documentation 3. Promethean - Provide second line support in English fer all escalated cases 4. Promethean ~ Ships waranty replacement products and parts on a quarterly basis (or as required to ensure service to End Customer is maintained) i. Replenishment is activated by support cases logged with all relevant information to allow fault reporting in promethean suppor! system. Key Contract Terms 1. Promethean and Invia agree a Service Provider agreement: |. Agree operating responsibilities for each party. 2. Promethean will replace faulty parts on a quarterly basis (ar sooner if required). i, Invie collect replacement parts from a Promethean designaied stock location 3. Agree Monthly reports provided at the end of the month i. Sales completed in previous month li. Sales projections for forthcoming period (three months} 4. Invia is required to keep favity parts for up to 6 months to allow for Promethean retuin ond/or inspection in case of epidemic failure 33 peSchedule 4 Current Version of Sections 1, 2 and 6 of the United Kingdom Bribery Act 2010 “Distributor is ond shall at ail times remain responsible for reviewing, monitoring and maintaining compliance with Applicable Law including but not limited fo the United Kingclom Bribery Act 2010 RGF legislation. gov.uk Bribery Act 2010 4 Offences of bribing another person (1)A person CP" is gully of an offence if ether ofthe flowing cases apps, (2) Case 1 is where— (@)P ofers, promises or gives a financial or other advantage fo another person, and (CP intenas the atvantage— (10 induce a person to perform impropery a relevant function or activity, or {ite rewars @ person for he improper performance af sucha function or activity. (2) Case 2 where— (a) offers, promises or gives a financial or other advantage fo another person, and (D)P knows or believes that the acceptance of the advantage would itself constitute the improper performance of a relevant function or activity, (4) In case 1 it does not matter whether the person to whom the advantage is offered, promised or given is the same person as the person who is to perform, or has performed, the function or activity concemed. (6) In cases 1 and 2 it does not matter whether the advantage is offered, promised or given by P directly or through a third party. 2 Offences relating to being bribed (1) person (°) is guity of an offence it any af the following eases applies. (2) Case 3 is where R requests, agrees to receive or accepts a financial or other advantage intending that, in consequence, @ relevant function or activity should be performed improperly (whether by R or another person) @) Case 4 is wnere— (@)R requests, agrees to receive or accepts a financial or other advantage, and (bythe request, agreement or acceptance itself constitutes the improper parformance by R of a relevant function or activity. 34(4) Case 5 is where R requests, agrees to receive or accepts a financial or other advantage as a reward forthe improper performance (whether by R or another person) of a relevant function or activity (8) Case 6 is where, in anticipation of orn consequence of R requesting, agreeing fo raceive or accepting a financial or other ‘advantage, a relevant function or activity is performed improperty— (aby R, or ()by another person at R's request or with R's assent or acquiescence. (6) In cases 306 it does not matter— (ameter R requests, agrees to raceive or accepts (ors to request, agree to receive or accept) the advantage directly or through third party (Pywhether the advantage is (ors to be) for the benefit of R or another person, (7) In cases 410 6 it does not matter whether R knows or believes thatthe performance of the function or activity is improper. (8) In case 6, where a person other than Ris performing the function or activity, it also does not matter whether that person knows ‘or believes thatthe performance of the function or activity is improper. 8 Bribery of foreign public officials (1) A person ("P") who bribes a foreign public official Fis quity of an offence it P's intention is to influence F in F's capacity as a foreign publ ofciat, (2) Pus aso intend te obtain of retain— (albusinese, or (ban advantage inthe conduct of business (8) Pes F if, and only t— {2)drecto through att paty, P offers, promises or gives any financial o other advantage— (oF, or (ito another person at's requestor with Fs assent or acquiescence, and ()F is neither permitted nor required by the weitten law applicable to F to be influenced in F's capacity as a foreign public offical by the offer, promise or gif. (4) References in this section to influencing F in F's capacity as a foreign public offciai mean influencing F in the performance of F's functions as such an official, which includes— (@)any omission to exercise those functions, and (®)any use of F's position as such an official, even if not within F's authonty. (6) Foreign public oficial’ means an individual whe— Pe(a)holds a legislative, administrative or judicial position of any kind, whether appointed or elected, of a county or territory outside the United Kingdom (or any subdivision of such a country or territory), (lexercises a public function— (for or on behalf of a country or teritory outside the United Kingdom (or any subdivision of such a country or territory), of for any public agency or public enterprise ofthat county or territory (or subdivision) oF (08 an official or agent of a public intemational organisation. (6) Public intemstional erganisation” means an organisation whose members are any of the flloving— (@)counites or territories. (bigovemments of counties orterrtores, {chother public intemational organisations, (0)a mixture of any ofthe above (7) For te purposes of subsection (3)(), the wniten tw applicable to Fis— (@)where the performance of the functions of F which P intends to influence would be subject to the law of any part of the United Kingdom, the law ofthat part of the United kingdom, (D)where paragraph (@) does not apply and F is an offical or agent ofa public international organisation, the applicable written ‘ules ofthat organisation, (chwhere paragraphs (a) and (b) do not apply, the lew of the country or territary in relation to which Fis @ foreign public official so far as that law is contained in— (@any wnitten constitution, or proviston made by or under legislation, applicable to the country or ternitory concerned, or ()any judicial decision which is so applicable and is evidenced in published vmitten sources, (©) For the purposes ofthis section, a trade or profession is a business 36