Minimum Terms and Conditions for Other Resellers

Distributor shall ensure that each agreement it enters into with other Resellers will contain the following minimum terms and conditions:

• Distributor grants a non-transferable, non-exclusive right to other Resellers to distribute the Products and/or Service directly to End Users.
• Other Resellers shall not detach Software from Products where they are sold together, prior to any Resale of the Product to any End User.
• No title to the proprietary rights in any Products, Confidential Information or Huawei Material is transferred to other Resellers by Huawei or Distributor.
• Other Resellers will not modify, reverse engineer, decompile or disassemble the Software and/or other Products provided by Huawei.
• Other Resellers will not remove, alter or destroy any form of copyright notice, proprietary markings or confidential legends placed upon or contained within the Products, Confidential Information or Huawei Material.
• Other Resellers will keep all Huawei Confidential Information strictly confidential.
• Other Resellers acknowledge and agree that Trademarks shall be used in accordance with the terms available at the following URL: http://enterprise.huawei.com/en/partners/channel-policy/legal_commercial/legal/hw-198264.htm (Huawei Trademark Policy) which is subject to Huawei unilateral change from time to time and be subject to the prior written consent of Huawei; and other Resellers agree to cooperate with Huawei in facilitating Huawei's monitoring and control of the use of any trade names or Trademarks.
• Huawei makes no warranty to other Resellers of any kind with respect to any Products and/or Service, express or implied, including, without limitation to, free of errors, the implied warranties of merchantability, fitness for a particular purpose (even if that purpose is known to Huawei) and non-infringement of third party rights. Huawei will not be liable to other Resellers or its customers for special, indirect, consequential, incidental or punitive damages.
• Huawei shall not be liable to other Resellers with respect to any claim asserted by other Resellers relating to the use or performance of any Product, except for the written limited warranty Huawei provides with a particular Product, other Resellers may not make or pass on, and shall take all measures necessary to ensure that neither it nor any of its agents or employees shall make or pass on, any warranty or representation relating to that Product on behalf of Huawei to any End User, or other third party.