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SHARP AUTHORIZED INTEGRATOR PROGRAM ADDENDUM

The following Sharp Authorized Integrator Program Addendum (the “Addendum”) shall govern Sharp Authorized Dealer’s (hereafter, “Dealer”) participation in the Sharp Authorized Integrator Program (“AIP Program”).  This Addendum shall be effective as of today (“Addendum Effective Date”).   For purposes of this Addendum, Dealer shall mean an authorized dealer of Sharp business solution products (“Products”), including, but not limited to, SHARP-branded MFP products, in a specified territory as designated by and pursuant to a valid agreement in place between Sharp and Dealer (such agreement hereafter referred to as “Dealer Agreement”).

1) DEFINITIONS
All terms related to “Products” in the Dealer Agreement shall apply to “Applications” as if such terms were the same. All other capitalized terms referred to herein, but not defined, shall be as defined in the Dealer Agreement. For the avoidance of doubt, “resale” shall include any resale, distribution or transfer of Applications (defined below) by Dealers to End Users.

2) APPOINTMENT
Sharp hereby appoints Dealer as a non-exclusive Authorized Integrator under the AIP Program for the resale of AIP applications (hereafter, “Applications”) to End Users for the Territory. The eligible Applications covered under this Addendum may be updated from time to time by Sharp in its sole and absolute discretion; the most current list shall be available in the Sharp Authorized Integrator Program Guide (“AIP Program Guide”), , available on Sharp Product Center website at www.sharp-pc.com/AIPGuide, which is incorporated herein and made an integral part of this Addendum.

3) REQUIREMENTS AND PROGRAM BENEFITS
In addition to any other requirements set forth in the Dealer Agreement, as an Authorized Integrator, Dealer shall comply with any and all requirements set forth in the AIP Program Guide. Providing Dealer complies with all requirements set forth in the AIP Program Guide, Dealer shall be entitled to the benefits of the AIP Program. The requirements and benefits of the AIP Program are set forth in the AIP Program Guide. Sharp may amend or modify the AIP Program Guide, including its exhibits and/or attachments, if any, from time to time in its sole discretion and shall post such updates on Sharp-pc. Dealer is on constructive notice as to the most current version of the AIP Program Guide, including its exhibits and/or attachments, if any, and agrees to be bound by such terms.

4) TERM
This Addendum shall become effective on the Addendum Effective Date and shall continue in full force and effect for the Term as set forth in the Dealer Agreement. Notwithstanding anything to the contrary set forth herein or in the Dealer Agreement, Sharp may, in its sole and absolute discretion, terminate this Addendum and/or discontinue the AIP Program, or any aspect thereof, with no liability to Dealer whatsoever, upon thirty (30) days prior written notice. Dealer may terminate this Addendum at any time upon thirty (30) days prior written notice to Sharp. Upon the effective date of termination, Dealer shall immediately stop reselling Applications and accessing any related AIP Program sites.

5) SURVIVAL OF TERMS
Unless otherwise explicitly stated in this Addendum, all terms and conditions of the Dealer Agreement, including any of its Attachments, shall remain in full force and effect and nothing herein shall amend, alter, abridge or modify any rights or responsibilities of either party as it relates to such Dealer Agreement. In the event of any inconsistency between the terms set forth herein and the Dealer Agreement, the terms and conditions set forth in the Dealer Agreement shall prevail as it relates to any rights and responsibilities of the parties under the Dealer Agreement.

6) ENTIRETY OF TERMS
This Addendum, including the AIP Program Guide, sets forth the entire understanding of Sharp and Dealer with regard to the AIP Program and hereby supercedes any previous agreement between the parties related to the subject matter hereof.

By clicking the box marked “EXECUTE AGREEMENT” below, the Dealer representative hereby represents and warrants that: 1) she/he is an owner and/or officer of the Dealer; 2) she/he has authority to agree to the terms hereof on behalf of Dealer; and 3) Dealer agrees to comply with all terms above.