EATON CORPORATION POWER ADVANTAGE PARTNER PROGRAM TERMS AND CONDITIONS

The Eaton Corporation (“EATON”) reseller partner participating in this PowerAdvantage Partner Program (“PARTICIPANT”) hereby agrees to the following (“AGREEMENT”):

A. PowerAdvantage Partner Program (“PROGRAM”) Eligibility:

To be eligible for this Program:

PARTICIPANT must be a reseller of information technology products and/or services (servers, storage, workstations, networking gear, notebook computers, computer peripherals, etc.) or power products and/or services to end users.
PARTICIPANT must have a valid tax ID.
PARTICIPANT shall demonstrate commitment and dedication to the development of incremental business in Eaton products as well as to increasing awareness of the Eaton brand name.
PARTICIPANT agrees to be bound by the terms and conditions of this Agreement and any modifications to the terms of this Agreement in order to be eligible for the PROGRAM.
PARTICIPANT agrees to Eaton's standard terms and conditions for the sale of Eaton products and services for all purchases of products or services made under this Agreement.

B. Obligations of EATON

EATON shall designate PARTICIPANT as a REGISTERED PARTNER in the PROGRAM should PARTICIPANT complete the REGISTERED PARTNER requirements as defined in Schedule A. EATON shall provide PARTICIPANT with all the benefits afforded to a REGISTERED PARTNER.
EATON shall designate PARTICIPANT as a CERTIFIED PARTNER in the PROGRAM should PARTICIPANT complete the defined requirements (as defined in Schedule A) and shall provide PARTICIPANT with all the benefits afforded to an CERTIFIED PARTNER.
EATON shall designate PARTICIPANT as a PREMIER PARTNER in the PROGRAM should PARTICIPANT complete the defined requirements (as defined in Schedule A) and shall provide PARTICIPANT with all the benefits afforded to a PREMIER PARTNER.

C. Obligations of PARTICIPANT

PARTICIPANT agrees to receive communications from time to time from Eaton on products and promotions directly relevant to the PARTICIPANT'S line of business.
PARTICIPANT agrees to allow Eaton to use PARTICIPANT'S name in promotional materials, including press releases, presentations, customer references and reseller lists regarding the sale of Eaton products. Eaton will obtain PARTICIPANTS prior written approval for publicity documents that contains claims, quotes, endorsements or attributions by PARTICIPANT.
PARTICIPANT shall keep confidential all data, information, specifications, documentation, and other material (tangible or intangible) which is disclosed by Eaton to PARTICIPANT in connection with the PROGRAM and designated by Eaton as confidential (the “Confidential Information”). PARTICIPANT'S obligations and Eaton's rights under this Section shall survive any expiration or termination of this AGREEMENT for any reason whatsoever for a period of five (5) years thereafter.
PARTICIPANT must provide Eaton their unique customer number from each of Eaton's Authorized IT Distributor(s) (as defined in Schedule C) with which it does business. Orders associated with each of these customer numbers at Eaton's Authorized Distributors will receive the defined benefits (as defined in schedule B).
PARTICIPANT must comply with all federal, state and local laws and regulations governing the advertising, marketing and sale of Eaton Products.
PARTICIPANT may not represent Eaton products in a negative, misleading or deceptive manner. Eaton has final say as to what is negative, misleading or deceptive.
PARTICIPANT will not compete against Eaton in selling services or in performing service on Eaton product.
PARTICIPANT shall comply with any logo or trademark usage guidelines issued by Eaton in connection with the PROGRAM.

D. Miscellaneous

The term of this AGREEMENT shall commence upon the date Eaton provides written notice (includes email notice) to PARTICIPANT of its acceptance into the PROGRAM. Each party may terminate this AGREEMENT with or without cause at any time upon written notice to the other party. Upon termination, PARTICIPANT will be removed from the PROGRAM and all future purchases/sales, from the date of termination, will not be eligible for any discounts allowed for in this Program.
Participant understands that the term of this AGREEMENT is two (2) years, which may be renewed by Eaton for additional terms at Eaton's discretion.
The Program is valid only for purchases/sales in the United States.
EATON reserves the right to modify the terms of this Agreement or withdraw the Program at any time at its sole discretion.
If the Obligations of the Participant are not met, EATON reserves the right to terminate the Participant's partnership in the program.
If the Tiered Membership Level Requirements are not met in 6 months, EATON reserves the rights to change the Participants program level.

Preferred Partner Program Schedules

Schedule A – Tiered Membership Level Requirements

REGISTERED Partner:

Successfully complete online registration form and be approved in writing by Eaton
Agree to the program Terms and Conditions by checking the box inside the partner profile in the PowerAdvantage portal.
Meet and execute the Terms and Conditions set forth in this document

CERTIFIED Partner:

Must have completed all requirement of Registered level, as stated above
Have a minimum of $100K in qualifying annual Eaton resales
Be in good standing with the Program for a minimum of 6 months
Have a minimum of one individual complete Introductory trainings and one individual complete the Partner Program trainings and bi-annual renewal as required
Display Eaton's logo, web banner, or brand listed on partner's web site
Complete Annual Business Plan

PREMIER Partner:

Must have completed all requirements of Certified level, as stated above
Have a minimum of one individual complete Solution and Industry trainings
Have a minimum of $400K in qualifying annual Eaton resales

Schedule B – Program Benefits

Deal Registration: Registered, Certified and Premier Partners are eligible to register deals through Eaton's deal registration program. Deals that are approved through the deal registration program are eligible for special pricing consideration. Eaton reserves the right to approve and/or reject deal registration requests at their discretion. More than one partner may be granted deal registration approval for certain type of opportunities, such as public sector requirements or RFP's. Each scenario will be evaluated on a deal by deal basis. In the event a non-exclusive deal registration is granted, the Partners involved will be notified. Approved deal registration may be subject to termination at Eaton's discretion with or without notice.

Marketing Development Funds: Certified and Premier Partners are eligible to request marketing development funds through Eaton's marketing development funds program. The completion of an Annual Business Plan is required in order to receive funding consideration. The Business Plan must also be dated in the same year the Partner is requesting fund usage.

Online Portal Access: Registered, Certified and Premier Partners are granted access to the Eaton PowerAdvantage partner portal.

Logo Usage: Certified Partners are eligible to use, in compliance with Eaton's logo guidelines, as dictated by the terms of use, the Eaton Certified reseller logo. Premier Partners are eligible to use, in compliance with Eaton's logo guidelines, the Eaton Premier reseller logo.

Price Discounts: Registered, Certified and Premier Partners are eligible to receive a discount on eligible products purchased from Eaton's Authorized Channel Distributors (as defined in schedule C). Eligible products and Eaton Authorized Channel Distributors are subject to change without notice.

Deal Registration discounts are available on eligible products. The discount is applied to the Channel Distributor purchase price which are subject to channel distribution mark-up or complete pass through to the Eaton Partner. The discount will be reflected in the price charged by the distributor. Eaton reserves the right to modify the deal registration discount matrix and eligible product without notice.

Schedule C - Eaton Authorized Distributors

Ingram Micro
TD/Synnex
HM Cragg
National Power
Catalyst/ScanSource
WESCO / Anixter
Graybar
Accu-Tech
AB Distributing
D&H

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