Contents Global Channel Program Handbook

Contents
I Patton Management ....................................... 3
II Patton Corporate & Sales Offices.................... 4
III Introduction .....................................................5
IV Program-at-a-Glance .......................................6
V Program Benefits .............................................7
VI Certified Channel Type Descriptions .................9
VII Multi-Level Sales & Marketing ........................11
VIII Tiered Pricing.................................................12
IX Training Programs ..........................................13
X Product Specializations..................................14
XI Development Funds.......................................15
XII Stock Rotation ...............................................17
XIII Agreement .....................................................18
Partner Agreement ........................................18
Terms and Conditions....................................19
XIV Ordering ........................................................22
Sample Purchase Order.................................22
Payment Information......................................23
XV More About Patton ........................................24

07MGLOBCHAN, Revision Q.
Copyright © 2004–2018, Patton Electronics Company. All rights reserved.

This document contains proprietary information that is the exclusive property of

Patton Electronics Company. It may not be reproduced or transmitted, in whole or in
part, without prior written agreement from Patton Electronics Company.

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Global Channel Program Handbook Section I

I. Patton Management

Bobby Patton Burt Patton Bruce Patton Peter Burkhalter

President Executive Vice President of Finance President and CEO of
and CEO Vice President and Administration Patton-Inalp Networks
Email: bobby@[Link] Email: burt@[Link] Email: bruce@[Link] Email: [Link]@[Link]

Ramon Felder Martin Svozil Steve Schrader Bryan Dubois

Business Development President & CEO Vice President Vice President of
Executive of Patton Hungary Zrt of Manufacturing Special Projects
Email: [Link]@[Link] Email: martin@[Link] Email: steve@[Link] Email: bryan@[Link]

Buddy Oliver Jo Wlotzka Chris Christner

Vice President of Vice President Director of
Business Development of Engineering Marcom
Email: buddyo@[Link] Email: jo@[Link] Email: cchris@[Link]

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 Section I Global Channel Program Handbook

[Link] Corporate &

Sales Offices
World Headquarters Western Europe
Patton Electronics Co. Patton-Inalp Networks AG
7622 Rickenbacker Dr. Meriedweg 7 CH-3172
Gaithersburg, Maryland, USA Niederwangen, SWITZERLAND
URL: [Link] Phone: +41 31 985 2525
Email: sales@[Link] Fax: +41 31 985 2526
Tel: +1 301 975 1000 we@[Link]
Fax: +1 301 869 9293 Support (Mon–Fri, 8AM to 5PM CET)
Technical Support Phone: +41 31 985 25 55
Tel: +1 301 975 1007 Fax: +41 31 985 2526
Fax: +1 301 869 9293 support@[Link]
Email: support@[Link]
DomSales Western Europe
Tel: +1 240 912 1228 Branch Offices
Email: domsales@[Link] Milan, ITALY
Phone: +41 31 985 25 63
MENA we@[Link]
Middle East & North Africa Munich, GERMANY
Phone: +1 240 912 1215 Phone: +41 31 985 25 68
Mobile: +961 3 708409 we@[Link]
mena@[Link] Paris, FRANCE
Support Phone: +41 31 985 25 60
Phone: +1 240 912 1215 we@[Link]
support@[Link] or Brussels, BELGIUM
mena@[Link] Phone: +41 31 985 25 75
we@[Link]
Central & Eastern Europe
Patton Hungary Zrt Branch Offices
Gábor Dénes utca 4. Infopark Mexico City, MEXICO
Budapest, HUNGARY Phone: +1 240 912 2633
Phone: +36 1 439 4840 americas@[Link]
ce@[Link]
Support Mumbai, INDIA
Phone: +36 1 439-4835 Phone: +1 240 912 2635
support@[Link] india@[Link]

Asia & Pacific Melbourne, AUSTRALIA

Phone: +61 45 929 0919
Phone: +1 240 912 1218
asiapacific@[Link]
asiapacific@[Link]

Support
Phone: +84 909 355 945
Fax: +1 301 869 9293
support@[Link]

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Global Channel Program Handbook Section I

III. Introduction
Introducing Patton’s Global Channel Program Handbook,
your new key to profitability.
The “Patton Global Channel Handbook” is a reference Patton seeks long-term Channel relationships with
guide intended to detail the means for becoming and companies who are committed to the Patton product
maintaining status as a Patton-Certified channel. We line, engage with us in extensive training programs
have designed a channel program & incentives pack- and sales activities, actively promote the products and
age ideally suited for our Channels. avoid significant product overlaps. Similarly, Patton
wishes to build and invest in the channel in a manner
• Know Who to Call for Help
which maximizes channel revenues, limits conflicts be-
• Know Where you Fit and Where You are Going tween Certified Channels and affords the right incen-
tives and margins for our partners.
• Maximize your Margins
Consequently, Patton has deployed a global channel
• Get Rebates & Market Development Funds
strategy and program to certify Channels with clearly
• Protect your Accounts communicated guidelines. The goal is to establish an
organized channel with known rules and references.
• Get Special Pricing

• Become Specialized

Bobby Patton, Burt Patton,

President Executive
and CEO Vice President

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 Section II Global Channel Program Handbook

IV. Program-at-a-Glance
Patton’s Channel Program has been designed to fit the different needs and
business objectives of our most important Channel partner types. Whether
your company is focused on logistics, systems integration, or web market-
ing and e-commerce, Patton has the products, support and the programs
to become one of your top suppliers.

For details on Tiered Pricing and Incentive Programs, please consult the
appropriate section of this manual.

Direct Companion Value Added

VAR Integrator Distributor*
Response Channel Distributor
General
Annual Volumes $50,000 $50,000 $100,000 $250,000 $500,000 $1,000,000*
Sales Restrictions End No With Companion No Resellers Resellers Only
Users Restriction Partner Solutions Restriction Only (Contractual)
Standard Pricing Tier (see pg 13) Tier III Tier III Partner Specific Tier II Tier II Tier I
Earned Specialization Tier (see pg 15) Tier II Tier II Partner Specific Tier II - 5% Tier I + 5% Tier I
Program Benefits
Development Funds (see pg 16) No 2% Partner Specific 2% Up to 4% 2%
Stock Rotation (see pg 18) No Yes No No Yes Yes
Assigned Registered Resellers (see pg 12) No No Yes No Yes No
Program Requirements
Certified Sales Personnel (see pg 15) 5 5 5 5 5 5
Certified Technical (see pg 15)
2 2 2 4
1 Negotiated
Personnel
Point of Sale Data No Yes No No Yes Yes

*Distributor Annual Volume is a Contractual Commitment

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Global Channel Program Handbook Section III

V. Program Benefits
i Attention All Channels
All Certified Patton Channels are entitled to
the following:
Certified Channel Database Assigned Territory Manager
Each Certified Channel partner is
entered into our Global Channels
Database with a profile, certifica-
tions tracking and “dashboard” in-
formation pulled from the CRM
system. The database is accessible
to all Patton subsidiaries and joint
ventures around the world and is
used to promote collaborations
based on the channels skills and A specific Region or Territory Man-
experiences. The database also re- ager who is knowledgeable on Pat-
lates the Certified Channels to Reg- ton products and the relationship
istered Partners, tracks with the Partner. The Territory Man-
Certifications and contains market- ager is your “champion” and go-to
focus, product-focus and pur- person within Patton.
chased products history. The
database also contains information
Pre-Sales Support
about the channel inventory status
A top-notch sales and marketing
for channels participating in the
group who can answer questions
Stock Rotation program.
regarding applications and specifi-
Patton Partner Portal cations to help make your sales ef-
fort a smooth one.

Post-Sales Support
A top-notch technical services
group who can help to trouble
shoot implementation and integra-
tion issues. Patton’s unique and
popular lifetime support on our
products provides a significant
competitive advantage.

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 Section IV Global Channel Program Handbook

V. Program Benefits (cont.)

i Attention All Channels (cont.)
All Certified Patton Channels are entitled to
the following:
Newsletters
A NetworkNews publication that provides essential in-
formation on newly released products, application
notes, success stories, and other relevant information.

Product Collateral
A set of sales and marketing materials
including catalogs, product data sheets,
and product presentations.

Marketing Catalog
The Patton Marketing Catalog provides many marketing
solutions for Patton Certified Channels. Available are
product & solutions guides, posters & banners, digital
signage, table covers, direct mail & print ads, embroi-
dered shirts, and more. Most items can be purchased
from Patton or customized to add Channel logo and
contact information.

Patton Logos
Patton Brand logos may be used by partners
per Patton’s logo guidelines.

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Global Channel Program Handbook Section IV

VI. Certified Channel Type Descriptions

VAR Channels
This is the entry level Certified Channel for VARs and vendors. VAR Channels can earn various specializations.
“lean” Integrators. They promote Patton products into var- VAR Partners are expected to purchase at least $50,000
ious projects and opportunities using a sales force per year in order to maintain their status.
backed by internal resources or collaboration between

Direct Response Channels

Direct Response Channels are re-marketers of Patton grams designed for the e-commerce, web and re-mar-
products using on-line shopping carts, print catalogs or keting environment including Market Development Funds
direct mail as the primary means of promoting Patton in a and Stock Rotation. Patton expects Direct Response
given region. Direct Response Channels have demon- Channels to purchase $50,000 of select Patton product
strated market access presence within their industry. on an annual basis in order to maintain their status.
Patton has designed a price structure and incentive pro-

Companion Channels
Companion Channels are the channels of and associated cally distribute/resell Patton products as a component to
with a Patton Technology or Marketing Partnership. an overall solution from opportunities generated by our
These Technology Partners are industry peers in signed Partner’s brand. Companion Channel terms are negoti-
cooperation agreements with Patton which includes a ated with the Technology Partner and typically include
level of participating in each other’s Eco System (Exam- limitations to sales to our Technology Partners’ users.
ple: Broadsoft Broadworks, Microsoft Lync, 3CX, Yealink, Patton expects Companion Channels to purchase
SNOM, etc.). These channels are specialized and focused $100,000 of select Patton product on an annual basis in
on our partner’s technologies and using Patton products order to maintain their status.
to build and bundle solutions. Companion Channels typi-

Systems Integrator Channels

Systems Integrator Channels have demonstrated their Channels often perform “distribution” functions & services
success in recommending products & services within their for Patton as well. Systems Integrator Channels will pur-
industry and they have a strong & loyal customer base to sue various product specializations and Market Develop-
which they can promote Patton Products. They must have ment Funds. Patton expects Systems Integrator Channels
a strong technical sales force and the demonstrated ability will sell over $250,000 of Patton product on an annual
to deploy complex turnkey networks. Systems Integrator basis to maintain their status.

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 Section V Global Channel Program Handbook

VI. Certified Channel Type Descriptions (cont.)

Value Added Distributor (VAD)
VADs are specialized distributors providing a high level of VAD channels have demonstrated their success in effec-
marketing, sales and technical support to their base of re- tively supplying the channel and have a strong and loyal
sellers. VADs are selling to resellers, VARs and integrators reseller base that prefers to purchase via distribution. Pat-
supporting those channels with a technical team of project ton has designed a price structure that provides our VADs
management and integration support personnel. VADs with the ability to make margins based on special incen-
must acquire and maintain a high level of technical com- tive programs that provide Stock Rotation and funding to
petence on Patton products and actively engage in estab- create awareness of Patton solutions to the reseller chan-
lishing the Patton brand in their Territory through nels. VAD have a target revenue of $500,000 of Patton
marketing, sales and project support activities. Patton product on an annual basis to maintain their status.

Distributor
Distributors are broad line logistics providers focused on the channel and have a strong and loyal customer base
holding stock for fast delivery of a wide range of products buying via distribution. Patton has designed a price struc-
to a large base of resellers, carriers, integrators and VARs. ture that provides our Distribution Partners with the ability
Distributors sell exclusively to resellers and Carriers. Pat- to make margins based on special incentive programs that
ton’s Distribution Partners must demonstrate the ability to provide Stock Rotation and funding to create awareness
efficiently supply resellers with Patton product having lo- of Patton solutions to the reseller channels. Distributors
gistics support systems in place. Distribution Partners must contractually commit to purchase a minimum pur-
have demonstrated their success in effectively supplying chase of Patton product on an annual basis.

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Global Channel Program Handbook Section V

VII. Multi-Level Sales

& Marketing
Patton maintains an extensive database of “Registered Partners” represent-
ing existing and highly prospective purchasers of Patton products. Regis-
tered Partners include End Users, Carriers and Resellers of all sorts.
Registered Partners DO NOT purchase directly from Patton and instead are
assigned a Certified Channel. All Registered Partners enjoy a
direct non-trading “relationship” with Patton; under the direction of the
Patton Regional Manager; and are entitled to receiving direct support from
the factory including commercial, project, sales, marketing and technical
support. When a Registered Partner is “assigned” to a Certified Channel,
the Certified Channel is automatically protected on that account.

Certified Channels
All partners doing business directly with Patton for the purpose of resale
and officially certified by Patton to resell Patton brand products.

Registered Partners
All registered End-Users, Resellers and Carriers who are purchasing Pat-
ton products from a Certified Channel and tied to a particular Channel for
account protection and referral purposes.

Resellers
Unregistered resellers serviced by Certified Channels.

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 Section VI Global Channel Program Handbook

VIII. Tiered Pricing

Patton’s Global pricing policy affords three Tiers of pricing. Certified Chan-
nels are placed into one of three tiers of pricing based on channel type and
overall status within the program. Tiered pricing also affords a guideline to
all Certified Channels to understand their position within the Patton Certi-
fied Channel Program.

Tier I
Pricing for true Distributors (not selling to end users). Value Added Distribu-
tors can earn Tier I + 5% pricing based on an earned specialization.

Tier II
Pricing for System Integrator Channels and Direct Response Channels
buying from Patton. VAR partners can earn Tier II pricing, for certain cate-
gories of products, based on an earned specialization. Tier II is also an Ex
Works reference price for Registered Partners purchasing from a Distribu-
tor or another Integrator.

Tier III
Pricing for VARs buying from Patton and an Ex Works reference price for
non-Certified “Resellers” purchasing from a Distributor or Integrator.

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Global Channel Program Handbook Section VII

IX. Training Programs

Patton offers both Sales Training and In-Depth Product and Support Training for various product lines. These train-
ing programs benefit the Certified Channel Partner by increasing product knowledge and improving their ability to
close business. Patton’s current training courses include the following:

Training Type Duration Course Description

Sales Training and Varies Patton regularly offers Webinars, Seminars, Sales Trainings which are Product,
Event Participation Application, and Solution centric events. Subjects, durations and timings vary and can be
viewed in the Training/Events section of our web site. Channel registration and participa-
tion in these events is credited as General Sales Certifications.

SmartNode™ 1K 3 Days Be ready to converge with the SmartNode™ 1K technical certification course. This
Certification course provides the in-depth knowledge you need to install and configure the complete
line of SmartNode™ VoIP products for data, voice, and telephony applications. The
course is both theory and implementation with detailed training on SIP/H.323, TCP/IP,
NAT, IPsec VPN, network planning, configuration, and troubleshooting. Hands-on activi-
ties cover network analysis, VoIP application assessment, and VoIP troubleshooting with
live end-to-end calls with real SmartNode™ devices.

SmartNode™ 10K 3 Days Be ready to converge with the SmartNode™ 10K Series technical certification course.
Series Certification This course provides the in-depth knowledge you need to install and configure the com-
plete line of SmartNode™ 10K Series VoIP products for data, voice, and telephony appli-
cations. The course is both theory and implementation with detailed training on
SIP/H.323, TCP/IP, NAT, IPsec VPN, network planning, configuration, and troubleshoot-
ing. Hands-on activities cover network analysis, VoIP application assessment, and VoIP
troubleshooting with live end-to-end calls with real 10K Series SmartNode™ devices.

Online Certification Variable Available 24 hours a day, the Patton Academy offers on-demand learning for channels
Basic & Advanced and partners via the worldwide web. Patton Academy offers a complete web-based
technical certification curriculum for Patton products. Successful completion of the cur-
riculum qualifies a student to earn various certifications. Our online training is coupled
with hands-on exercises so that the student gains practical experience as well as theory.
For hands-on training, training kits are required.

Note: To receive the Certification, the attendee must complete successfully all the course days and pass a
final exam.

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 Section VIII Global Channel Program Handbook

X. Product Specializations
Certified Channels can lower purchase prices on certain products for which they have earned a “Specialization”.
Specialization Criteria are described below:

Specialization Requirements
Unified Communications 5 Active Sales Certifications
Specialization
2–4 Active SmartNode™ or Online Certifications

Connectivity & Network Access 5 Active Sales Certifications

Specialization
2 Active Online Certifications

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Global Channel Program Handbook Section IX

XI. Development Funds

Market Development Funds (MDF) and
Channel Development Funds (CDF)
The Development Funds (MDF) program is The MDF accrual is based on Patton receiving a MDF
designed to reward certain Certified Channels and pro- plan detailing the use of the MDF funding for approval
vide funds for local marketing activities. The funds are by the Regional Manager.
earned by the Channel and used by the channel under
the direction of the Regional Manager. Development Fund Accrual Claim Process
Development Funds are intended solely for marketing
Eligibility activities that promote Patton products and must be
Development Funds are for Distribution, VAD, Integra- used within six months of being reported unless ex-
tor, and Direct Response only. Channels whose Agree- tended by Patton in writing. Patton’s Regional Manager
ments have terminated will forfeit the rights to all along with the Channel Partners key marketing contact
unused MDF funds at the date of termination notice. must agree on the marketing activity that the Develop-
ment Fund will fund. An Approval Form is included and
MDF Amount
must be completed by the Channel Partner and ap-
The Certified Distributor is eligible for Market Develop-
proved by Patton prior to expending any funds. All De-
ment Funds accrued on Patton products purchased
velopment Funds must be used within six months of
directly from Patton.
being reported. Channel Partner grants to Patton the
The Certified Integrator, Companion Channel, and Direct right to audit the subject marketing activities to verify
Response partner are eligible for up to 2% Market De- uses of funds. Funds shall be promptly returned to Pat-
velopment Funds accrual on Patton product purchased ton if Patton deems funds were not used as described
directly from Patton. in the approval form.

Requirements Patton reserves the right to modify or cancel this pro-

The MDF accrual is based on Patton receiving a gram at any time. The fund is calculated against the
monthly Point-of-Sale (POS) report. The POS report Channel Partners price paid for Patton product (line
must be submitted in a spreadsheet format and must items with associated Patton Model Numbers) at the
include The Customer Name, Customer Address, Pat- standard Channel pricing. Development Funds are not
ton Model No, Quantity, Unit Selling Price, Extended paid on special-priced orders. Product returns will have
Price, and Date Shipped. All sales must be reported by the fund amount (when applicable) deducted from the
the 5th business day of the following month to be eligi- amount to be credited.
ble for the MDF accrual. Channel Partners who choose
not to provide POS reports as detailed will not be eligi-
ble for MDF.

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 Channel Partners!
Have you spent all of your Patton Marketing Development
Funds (MDF)?

T
he Patton Marketing Catalog presents plenty of
ways to leverage those MDF dollars to increase
your future sales volumes by driving market
demand for your inventory of Patton products.

Free to certified channel partners, the publica-

tion presents a selection of product catalogs,
solutions guides, posters, banners, white papers,
digital signage, table covers, advertisements,
embroidered shirts, and more.

Upon request, most items in the catalog

can be customized with your logo and
contact information. Many items can be
downloaded as high resolution PDFs,
suitable for printing in your locality. All
items can be purchased from Patton
using accrued MDF.

Want a hard copy for your desk or bookshelf? Log onto

Patton’s website at [Link]
and complete the publication request webform. We’ll mail you the
8½ x 11-inch full-color glossy booklet via the United States Postal Service.

Here’s wishing you a prosperous and profitable year, and thanks for partnering with Patton!

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Global Channel Program Handbook

XII. Stock Rotation

Local availability of Patton products is a key driver to revenue for certain channel types. The Stock Rotation incen-
tive is designed to create an incentive for Certified Channels to hold inventory on Patton products and to enable
Patton to track the inventory status of the Channel Partner, for the purpose of lead referral.

Eligibility
You must be a Certified Distributor, VAD, or Direct Response Channel to participate in this program. Certified
Channels participating in this program must upload their inventory status to a Patton Inventory Tracking Webpage
at least once per month. The upload includes only a valid Patton Model Code and the quantity on-hand at the
time of the upload.

Rotation Conditions
Quarterly, Patton Certified Channels may exercise their privilege to “rotate” inventories of products originally pur-
chased from Patton. Each return request must be accompanied by a new order of equal or greater value. The
total value of the quarterly rotation may include 10% on the first $50,000 of the previous quarter’s shipments and
5% of the previous quarter’s shipments thereafter.

Upon receipt of the rotated inventory carrying a valid Patton RMA number, Patton Electronics will issue a credit
memo for the original purchase cost of the products. The channel will assume all freight, insurance and/or impor-
tation cost associated with the returned goods. Customized products, products with orange or red EOL status at
the time of the original order, and products sold to the channel more than 12 months prior are not eligible for rota-
tion. Patton will not apply credits for any return which is an “opened box”, damaged, out of current revision or end
of life products.

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 Global Channel Program Handbook

XIII. Agreement
Partner Agreement
THIS AGREEMENT made this _____ day of _____________, 20___, PATTON ELECTRONICS COMPANY, a Maryland corporation and having its
main office at 7622 Rickenbacker Dr., Gaithersburg, MD 20879 (“Patton”) and___________________________, a ______________ corporation, having
its main office at____________________________________(“Partner”) wishes to acquire and sell certain Patton products and has completed a Patton
Partner Application and Patton wishes to have Partner sell such Patton products and agrees to provide such Patton products to Partner, in accor-
dance with the terms and conditions of this Agreement made applicable to all VARs, Integrators, Representatives and the like. In consideration of
the mutual covenants contained herein, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowl-
edged) the parties covenant and agree as follows:
Appointment: Subject to the terms and conditions of this Agreement, Patton hereby appoints Partner as an independent, non-exclusive, author-
ized Partner for the Products in the Territories.
Non-Exclusive: This Agreement shall not be construed to limit either party’s right to deal with any other Partner, suppliers, sellers or customers,
nor shall it be construed to limit Patton’s right to sell products or services to other parties, or to prohibit or restrict Partner from acquiring, distrib-
uting or independently developing products. Provided however, that for a period of three (3) years after the effective date, Partner shall not pro-
duce a product that competes with the Products.
Supply: Patton agrees to sell to Partner (or license in the case of Patton Product software) the Products and spare parts ordered by Partner in
accordance with the terms of this Agreement.
Technical Support: Patton shall provide Support Service for its Products through the Partner that sold to end users in the territory. Products sold
outside of the designated territory voids all support and warranty services.
Trademarks: Patton will allow use of Patton’s trade-marks and logos in accordance with Patton’s reasonable written guidelines, as provided to
Partner from time to time. End User services for the Products may be marketed and sold under any applicable Patton service marks or trademarks
without restriction. This Agreement does not give the Partner any license, right title or interest in any Patton name, trademark, service mark or
logo. Partner shall not use Patton’s name, or any Patton trademark, service mark or logo without Patton’s express, prior, written consent.
Documentation: Patton shall provide Partner with a master copy and a reasonable number of copies of all Documentation for each Product Pat-
ton grants Partner a non-exclusive, royalty-free right and license to copy, use, modify, translate and otherwise prepare copies of the Documenta-
tion and distribute the Documentation to its End Users in the Territory.
Partner to Obtain Training: Partner shall, at its cost and expense, send authorized personnel to Patton’s headquarters to be trained on the Products.
Sales Practices: Partner agrees to price the Products at competitive retail and wholesale levels and to not engage in unsavory sales practices
that might reflect adversely upon Patton. Partner agrees to employ sufficient personnel to promote, market, and sell the Products upon a best ef-
forts basis within the Territory.
MAP (Minimum Advertised Price): Channel is obliged to not advertise Patton products below BASE price.
Payments: Partner shall pay all invoices promptly in accordance with the Purchase Terms as contained in this Agreement.
Forecasting, Etc.: Partner agrees to provide a sales forecast at least on a quarterly basis and to further inform Patton of competitive products
that may appear in the Territory. Partner agrees to provide point-of-sale data if Partner participates in any discount program.
Changes in Status: Partner agrees to inform Patton of any change in its financial status, corporate structure, key personnel or other factors,
which might affect its ability to comply with the object and intent of this Agreement
Terms and Conditions: The attached Terms and Conditions form an integral part of this agreement and are incorporated herein by reference.
Territory: The territory which is the subject of this agreement, is___________________________________
Products and Prices: Products and Prices are as stated in the Products and Prices document and are subject to Patton’s MAP Policy. Partner
agrees to not advertise prices for products below those specified as “BASE” in the Products and Prices document. Document contents are sub-
ject to change.
Confidentiality: The contents of this agreement, its associated attachments, and any information marked as “confidential” shall be protected
from disclosure to third parties by Partner.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement.

Patton Electronics Company (Partner)_____________________________________

(Signature)________________________________ (Signature)____________________________________

(Print)___________________________________ (Print)_______________________________________

(Title)___________________________________ (Title)_______________________________________

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Global Channel Program Handbook Section XII

XIII. Agreement
Terms & Conditions
Security Interest: Patton reserves, and the Partner grants, a purchase money security interest to secure the performance by the Partner of its in-
terests and obligations to Patton. The Partner agrees to deliver such documents as may be requested in order to perfect a security interest in all
products sold and all proceedings to secure the full payment.
Delivery: All products are shipped at Partner’s risk. Patton assumes no responsibility for damage, loss, or delay of delivery. Title passes to Partner
when the products are delivered to the carrier, to Partner, or to Partner’s agent, whichever occurs earlier. Unless otherwise stated, shipment will be
made F.O.B. Gaithersburg, MD. Shipments will be sent prepaid. Prices quoted do not include transportation charges, and actual charges will be
added as a separate line item to the invoice.
Cancellations And Returns: Orders, which have been accepted, may be cancelled only with Patton’s prior written consent, and only upon terms
that will fully indemnify Patton against loss. Products are not in any event to be returned, or refused at delivery without Patton prior written author-
ization. A restocking charge shall be assessed all returned or cancelled orders.
Warranty: Patton warrants that each product will be free from defects in materials and workmanship for a period of one (1) year. Patton disclaims
any warranty of fitness for a particular purpose. The warranty commences on the date the product is shipped by Patton. All claims for non-
conforming or defective products must be made in writing. Patton’s sole responsibility with respect to such claims shall be, at Patton’s option, to
repair or replace any product. Patton will not be responsible under its warranty for any defect which is caused by negligence, misuse or mistreat-
ment of a product, or for any unit which has been altered or modified in any way, nor shall Patton be liable for any incidental consequential or
exemplary damages due to any cause whatsoever.
Warranty Disclaimer: Patton’s express warranty to Partner constitutes Patton’s sole liability and the Partner’s sole remedy with respect to the
Products, and is in lieu of all other warranties, liabilities, and remedies. EXCEPT FOR THE WARRANTIES CONTAINED IN THIS AGREEMENT, PAT-
TON DISCLAIMS ALL OTHER WARRANTIES ON THE PRODUCTS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Patents: Patton shall have no liability of any kind with respect to any actual or alleged infringement of any United States or foreign patent, trade-
mark, or similar rights.
Authorized Use Of Product: Partner agrees not to reproduce, imitate, reverse engineer, or otherwise directly or indirectly duplicate the product
or any of its components. Partner shall not use or disclose any technical data delivered or maintenance of goods purchased, without prior written
consent. No right to designs or intellectual property takes place, even where NRE is paid, unless specifically agreed to by Patton.
Export: If Partner is a US company, Partner certifies that it will not export or re-export the Products furnished hereunder unless it complies fully
with all liens and regulations of the United States relating to such export or re-export, including but not limited to applicable U.S. Export Adminis-
tration rules and regulations.
Governing Law: The laws of the State of Maryland hereunder govern this agreement and all transactions.
Precedence: These Terms & Conditions shall take precedence over any Terms & Conditions that may appear on the Partner’s order form unless
otherwise agreed to in writing by Patton.
Acceptance of Agreement: Acceptance of this agreement by Patton is limited within the meaning of UCC Section 2-207(2)(a) to the terms and
conditions hereof. Any additional or different terms and conditions proposed by Partner are hereby rejected and shall not be binding unless Patton
expressly agrees to them in writing. Acceptances or confirmations which propose additional or different terms and conditions shall be operative
as acceptances, provided, however, that all such additional or different terms and conditions shall be deemed material alterations within the
meaning of UCC Section 2-207(2)(a) and notice of objective to them pursuant to UCC Section (2)(c) is hereby given. The parties hereby disclaim
any application of any UN declaration on the International Sale of Goods.
Price: Unless otherwise specified, all pricing in the Products and Prices document shall be in US dollars.
Purchase Orders: Partner shall order the Products by issuance of a written purchase order (“Purchase Order”). Each Purchase Order shall in-
clude the desired quantity of Products, a requested due date (the “Due Date”), the method of shipment and the location to which the Products
should be shipped. Purchase orders shall be non-cancelable and non-returnable unless Patton agrees in writing to any such cancellation or re-
turn. In no event will any product be returned without obtaining an RMA number from Patton.
Payment Terms: Payment shall be made upon receipt of invoice or as established by Patton’s credit department. Payment is due as established
by Patton Credit Managers and is subject to change at the discretion of Patton. Interest shall run on any unpaid balance at the rate of one and
one-half percent (1.5%) per month or to the maximum percent allowed by law. If an unpaid balance is placed with an attorney for collection, Re-
seller shall pay all costs, including reasonable attorney fees. Reseller waives right to trial by jury. Patton reserves the right to pursue collection of
unpaid invoices through the use of any legal process, irrespective of any arbitration provision contained herein.

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 Global Channel Program Handbook

XIII. Agreement
Terms & Conditions – Continued
Product Changes: Patton reserves the right to make product changes at any time. Patton may discontinue the manufacture of any of the Prod-
ucts during the term of this Agreement. Patton shall allow Partner to make an additional, final Purchase Order for such discontinued Products, in
addition to quantities already ordered.
Representations and Warranties of Partner:
(a) It has the power and authority, and all rights, licenses and permits required, to execute this Agreement and to satisfy and perform its obliga-
tions and responsibilities set forth herein;
(b) It will comply with all laws, regulations, reasonable practices and standards applicable to the obligations assumed by Partner under this Agree-
ment;
Representations and Warranties of Patton:
(a) Patton has the power and authority, and all rights, licenses and permits required, to execute this Agreement and to satisfy and perform its obli-
gations and responsibilities set forth herein;
(b) Patton will comply with all laws, regulations, reasonable practices and standards applicable to the obligations assumed by Patton under this
Agreement;
Indemnification: Partner agrees to indemnify and hold Patton harmless from any and all claims, charges, costs, including attorney fees arising
out of or concerning the sales activities of Partner. Section (“Limitation of Liability”) shall not apply in any respect to this Section.
LIMITATION OF LIABILITY: EXCEPT AS PROVIDED IN SECTION “Indemnification” ABOVE, NEITHER PARTY, THEIR EMPLOYEES, AGENTS, OFFI-
CERS OR DIRECTORS SHALL BE LIABLE IN ANY WAY WHATSOEVER, FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAM-
AGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR BUSINESS REVENUE, LOST BUSINESS, FAILURE TO REALIZE EXPECTED
SAVINGS, OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND WHATSOEVER, WHETHER OR NOT SUCH DAMAGES ARE FORESEE-
ABLE FOR EITHER PARTY, THEIR EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
Term: Unless otherwise terminated in accordance with the provisions herein, this Agreement shall remain in effect for a period of one year. There-
after, this agreement shall continue on a month-to-month basis. This agreement shall be subject to immediate termination upon the occurrence of
any of the following events:
(a) The other party breaches any material term of this Agreement, and fails to remedy such breach within thirty (30) days of receiving notice to do
so by the non-defaulting party;
(b) Any proceeding in bankruptcy, receivership, delisting from any stock exchange, liquidation or insolvency is commenced against the other party
or its property, and the same is not dismissed within thirty (30) days; or
(c) The other party makes any assignment for the benefit of its creditors, becomes insolvent, commits any act of bankruptcy, ceases to do busi-
ness as a going concern, or seeks any arrangement or compromise with its creditors.
(d) Either party may terminate for convenience upon 90 days notice to the other party.
Effect of Termination or Expiry: In the event that this Agreement is terminated or expires for any reason:
(a) Patton shall process all Purchase Orders received from Partner prior to the effective date of termination or expiry, and shall accept all Purchase
Orders made in accordance with this Agreement provided however, that Patton does not deem itself insecure for payment.
(b) Partner and its distributors shall be entitled to continue to distribute any Products contained in their inventory on the effective date of termina-
tion, or Products subsequently received from Partner;
(c) Neither party shall, by reason of the termination or expiry of this Agreement, be liable to the other for compensation, reimbursement or dam-
ages on account of the loss of prospective profits on anticipated sales, or on account of expenditures, investments, leases or commitments en-
tered into or made in connection with the business or goodwill of the other.
(d) Each party acknowledges that, during the term of this Agreement, it may be exposed to certain confidential and/or proprietary information and
materials regarding the other party’s business, including but not limited to information concerning a party’s technology, customers and suppliers,
which is identified as confidential or proprietary at the time of disclosure (“Confidential Information”).
(e) However, Confidential Information shall not include any information or material which: (i) is in (or comes into) the public domain, provided it
came into the public domain through no fault of the receiving party; (ii) can be demonstrated to have been independently developed by the receiv-
ing party without reference to the Confidential Information; (iii) is rightfully received by the receiving party from a third party not under an obliga-

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Global Channel Program Handbook Section XII

XIII. Agreement
Terms & Conditions – Continued
tion of confidence to the disclosing party with respect thereto; or (iv) is required by law or regulation to be disclosed, but then only to the extent of
such required disclosure and under confidentiality to the extent reasonably possible.
(f) Each party will for a period of three (3) years following initial disclosure of any Confidential Information: (i) use a reasonable standard of care to
protect Confidential Information, (ii) not use Confidential Information except as permitted by the party disclosing such Confidential Information, (iii)
not disclose Confidential Information except to its employees or representatives to whom disclosure is necessary to effect the purposes of this
Agreement, and who are similarly bound to hold the Confidential Information in confidence; and (iv) not reproduce Confidential Information without
the disclosing party’s prior written consent.
Assignment: Neither party shall assign or transfer any rights or obligations under this Agreement without the prior written consent of the other
party, which consent shall not be unreasonably withheld or delayed. However, notwithstanding the foregoing, Patton may assign or transfer its
rights under this Agreement: (i) to any parent, subsidiary, affiliate or other entity within the Patton group of companies; and/or (ii) to any successor
in interest, in the event that Patton merges or consolidates with a third party, or a third party purchases all, or substantially all of the assets of Pat-
ton, provided that in each case the assignee or transferee agrees to the provisions of this Agreement.
Governing Law: This Agreement shall be governed by the laws of the State of Maryland, USA (except for its conflict of laws provisions); the par-
ties expressly exclude from this Agreement all the provisions of the Vienna Convention, 1980 (The United Nations Convention on Contracts for the
International Sale of Goods).
Severability: The provisions of this Agreement shall be deemed severable. If any provision of this Agreement shall be held unenforceable by any
court of competent jurisdiction, it shall be severed from this Agreement and the remaining provisions shall remain in full force and effect.
Amendments: This Agreement shall not be amended or modified except in writing signed by the parties hereto. No course of dealing or usage of
trade by or between the parties shall be deemed to effect any such amendment or modification.
Headings: All headings and captions contained herein are for convenience and ease of reference only and are not to be considered in the con-
struction or interpretation of any provision of this Agreement.
Survival: These Terms and Conditions shall survive termination or expiry of this Agreement.
Waivers: All remedies provided in this Agreement are cumulative and are in addition to any and all legal rights of the parties. Any consent by any
party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to, or a waiver of any other, different or
subsequent breach.
Relationship: Neither Patton nor Partner shall represent that its relationship with respect to the other party is other than as an independent con-
tractor. Nothing in this Agreement shall create in either party any right or authority to incur any obligations on behalf of, or to bind in any respect,
the other party and nothing in this Agreement shall be construed to create any agency, joint venture or partnership.
Entire Agreement; Governing Terms: This Agreement constitutes the entire agreement between the parties hereto with respect to the subject
matter hereof, and cancels and supersedes any prior understanding and agreements between the parties relating thereto. There are no represen-
tations, warranties, terms, conditions, undertakings or collateral agreements, express, implied, statutory or otherwise between the parties, except
as expressly set forth in this Agreement. All additional or different terms of conditions contained in either party’s purchase orders, acknowledge-
ments, acceptances, invoices or other business forms shall be void and of no effect.
Arbitration: The parties agree to submit any dispute concerning this agreement to binding arbitration before the American Arbitration Associa-
tion. Partner agrees to submit to the exclusive jurisdiction of the Circuit Court for Montgomery County, MD for adjudication of any and all disputes
arising out of any arbitration award.

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 Section XIII Global Channel Program Handbook

XIV. Ordering
Sample Purchase Order
Items in bold to be filled in or replaced by customer. We do not require that you use this form,
but your purchase order should contain the same basic information requested on this document.

DATE: DD-MM-YYYY Bill to: COMPANY NAME

Phone: Customer PHONE ADDRESS
FAX: Customer FAX
e-mail: Customer E-MAIL
Customer ID#: XXXXX
Purchase Order
Pages: X To: PATTON ELECTRONICS CO.
From: Your Name Attn: sales@[Link]
PO # YOUR PURCHASE NUMBER Fax: +1 301-869-9293

Quantity Patton Description Unit Price Total Request Date

Model
1 2960/48 48 Port RAS (EXAMPLE ONLY!) US$ [Link] US$ [Link] MM/DD/YY
(EXAMPLE!)

Total of Order… US $ = [Link]

FREIGHT CHARGES: Please advise if freight charges will be Prepaid and Added to invoice, or Collect, provide your account
number. For international shipments requesting FREIGHT COLLECT, Patton requires the account number of the cus-
tomer forwarding agent, or US courier be provided at the time the order is placed with Patton Electronics.
SHIP TO ADDRESS: Where you want order shipped to
DOCUMENTS REQUIRED / SPECIAL INSTRUCTIONS: Your comments/instructions here.
PAYMENT METHOD: Existing & Active Net30 Account, Credit Card (please provide type, number, expiration date & card
holder name) or Wire Transfer to Patton’s Bank:
Please provide a reference number such as a purchase order number, Patton Electronics sales order number on
your wire transfer, thus will prevent any type of delay in applying the payment to the order once it is received.
Bank Transfer Information: M&T Bank For Credit To:
1 Fountain Plaza Patton Electronics Company
Buffalo, NY 14203 Domestic Account No. 9849753539
SWIFT# MANTUS33 International Account No. 9841013346
ABA No: 022000046 ABA Routing No: 022000046
Address:
7622 Rickenbacker Drive
Gaithersburg, MD 20879
Thank you,

Your Name

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Global Channel Program Handbook Section XIII

XIV. Ordering (cont.)

Payment Information

Company Checks
Company Checks accepted for pre-payments and Net30 accounts (for details refer to the Application section)
Remit Payment to:
Patton Electronics
P. O. Box 64502
Baltimore, MD 21264-4502

COD
COD requires Money Order, Certified or Cashiers Check

Credit Card
Visa, MasterCard, American Express and Discover cards accepted

Wire Transfers
Domestic Wire Transfers accepted (for banks within the United States, Canada and Puerto Rico)

All payments made by wire transfer should be made to the following bank:
M&T Bank
1 Fountain Plaza
Buffalo, NY 14203
SWIFT# MANTUS33
ABA No: 022000046
For Credit To:
Patton Electronics Company
Domestic Account No. 9849753539
International Account No. 9841013346
Address:
7622 Rickenbacker Drive
Gaithersburg, MD 20879

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 Section XIV Global Channel Program Handbook

XV. More About Patton

Proud History
• Established in 1984 by the Patton brothers.
• Fiscally conservative private company with a record of 34 years of impressive consistent growth.
• Made in the USA with a focus on high quality, and market relevant products.
• Manufactures more than 500 different network access and connectivity products.
• Fully certified manufacturing facility—ISO 9001 Certified, BABT Approved, CE Mark.
• Fully approved safety and connectivity—FCC Part 68, IEC 6950, UL 1950, ETSI CTR-4, 12, and 13.
• Major OEM supplier to world’s largest data communication catalogers and manufacturers including:

Cisco Fore System (Marconi) 3 COM Siemens

Avaya Ericsson Alcatel
• Worldwide presence with locations in:

Maryland, USA Berne, Switzerland Beirut, Lebanon Budapest, Hungary

Cairo, Egypt Delhi, India Istanbul, Turkey Mexico City, Mexico
Milan, Italy Munich, Germany Paris, France Saigon, Vietnam
Singapore Warsaw, Poland Zagreb, Croatia
• Flexible feature development and product customization aptitude.

Patton makes what we sell

From concept to design to manufacturing to support, everything is done in our corporate headquarters in Mary-
land. This allows Patton to have the highest degree of quality control. This also enables us to be proactive and
responsive to market demands as communication is immediate. All levels of Patton employees know our prod-
ucts intimately enabling us to provide rapid and quality response to our customers. We own our technology and
are uniquely positioned to customize products to market requirements better and faster than anyone. Period!

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Patton supports what we build
Patton’s commitment to our products and our customers is unique in the industry. For over 34 years, Patton
has provided free top notch technical support to all of our clients. A Patton product sold 34 years ago gets the
same quality technical support as a product sold yesterday.

Little known fact

You may not know it, but you and/or your customers are probably already using Patton products! Patton manu-
factures a wide variety of products that are commonplace to a typical network. The majority of Patton products
have been custom labeled and brought to market through top catalog and technology manufacturing companies.

sales@[Link] • [Link] 25
 Notes

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sales@[Link] • [Link] 27