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Fortinet Partner Application

We recommend you read carefully the terms and conditions of the EMEA FortiPartner registration agreement below and especially the section "FortiPartner responsibilities" which lists for you the requirements for being a FortiPartner. We especially ask you to note some of the conditions such as: customer support to be delivered by the Partner, maintenance of qualified trained and certified engineers and respect of our policies.

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Technical Contact First Name:
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Preferred Distributor
Percent of security in business offering *	--None-- 0%-25% 26%-50% 51%-75% 76%-95%
Number of Employees *
Typical Customer Size	SOHO & SME Enterprise Large Enterprise & Service Provider
Industry	Agriculture Apparel Banking Biotechnology Chemicals Communications Construction Consulting Education Electronics Energy Engineering Entertainment Environmental Finance Food & Beverage Government Healthcare Hospitality Insurance Legal Machinery Manufacturing Media Not For Profit Other Recreation Retail Shipping Technology Telecommunications Transport Utilities
Primary Business Type *	Please Select Manufacturer Consultancy Firm Service Provider Telco System Integrator Other
Current security products offered: (Hold Ctrl to select multiple items) *	Check Point Cisco Cisco (PIX) ISS Juniper (Netscreen) Network Associates Secure Computing (Sidewinder G2) Sonic Wall Symantec Tipping Point Trend Micro WatchGuard
What solutions are you looking for? *	Firewall Anti-Virus Anti-Spam Web content filtering Intrusion Prevention IPSec VPN SSL VPN Database Security FortiClient FortiWeb Unified Threat Management Unknown
Current Fortinet solutions offered	FortiAnalyzer FortiBridge FortiClient FortiGate FortiGate Chassis-Based Systems FortiMail FortiManager
How did you hear about Fortinet *	Please Select Advertisment Article Competitor Customer Press Release Other
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Project time frame (Days)	Please Select +90 60 to 90 30 to 60 0 to 30 Unknown Not Applicable
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Agreement *	I have read, understood and agree to be bound by the terms and conditions stated below.
Worldwide FortiPartner Agreement READ THIS FORTIPARTNER CLICK-THROUGH AGREEMENT BEFORE REGISTERING AS A FORTIPARTNER WITH FORTINET, INC. IF YOU DO NOT OR CANNOT AGREE TO THE TERMS CONTAINED HEREIN, THEN DO NOT REGISTER AS A FORTIPARTNER WITH FORTINET. BY REGISTERING WITH FORTINET, YOU (AS "FORTIPARTNER" AND AS A REPRESENTATIVE AUTHORIZED TO BIND THE FORTIPARTNER ENTITY) CONSENT AND AGREE, ON BEHALF OF YOURSELF AND THE FORTIPARTNER ENTITY, TO BE BOUND BY THIS AGREEMENT. FURTHER, FORTIPARTNER REPRESENTS THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT AND HAS HAD SUFFICIENT OPPORTUNITY TO CONSULT WITH COUNSEL, PRIOR TO AGREEING TO THE TERMS HEREIN AND SUBMITTING ITS REGISTRATION. IF FORTIPARTNER HAS ANY QUESTIONS OR CONCERNS, OR DESIRES TO SUGGEST ANY MODIFICATIONS TO THIS AGREEMENT, PLEASE CONTACT THE LOCAL FORTINET SALES REPRESENTATIVE TO BE REFERRED TO FORTINET LEGAL. The parties to this agreement are Fortinet, Inc., a corporation headquartered in California ("Fortinet") and FortiPartner. The effective date of this Agreement shall commence upon FortiPartner's acceptance of this Agreement and completion of the FortiPartner Program registration process. Upon Fortinet's acceptance of FortiPartner's registration, FortiPartner will be appointed a nonexclusive marketer and reseller of Fortinet Products in the Territory specified by Fortinet. 1. DEFINITIONS: The following definitions apply to capitalized terms in this Agreement. All other capitalized terms are defined in the body of the Agreement. 1.1. "Confidential Information" shall mean all proprietary or confidential information disclosed by one party to the other party including, without limitation: (i) proprietary product, software or services information, or related technology, ideas and algorithms; (ii) trade secrets; (iii) either party's technical, business or financial information and plans; (iv) the terms of this Agreement; and (v) any item marked as confidential by the disclosing party. Confidential Information shall not include information that the receiving party can show (a) is or becomes generally known or publicly available through no fault of the receiving party; (b) is known by, or is in the possession of, the receiving party prior to its disclosure, as evidenced by business records, and is not subject to restriction; or (c) is lawfully obtained without restriction from a third party who has the right to make such disclosure. 1.2. "Demonstration Stock" means any Product that FortiPartner purchases as a demonstration unit, as expressly stated in an order submitted to Fortinet's order administration department, to give, lend, place with, or stage with a customer or potential customer solely to enable the customer or potential customer to review and evaluate the Product. 1.3. "Documentation" means any then-current user documentation, on any media, provided by Fortinet for use with the Products and/or Services, available at http://docs.forticare.com/. 1.4. "Effective Date" shall mean the date that Fortinet accepts FortiPartner's application. 1.5. "End User" shall mean any person or entity that purchases a Product or Products for its own personal or internal use. 1.6. "FortiPartner" shall mean the legal entity and its representative that accepts this Agreement and registers with Fortinet to purchase Products from a Fortinet Authorized Distributor for resale to End Users. 1.7. "Fortinet Authorized Distributor" shall mean any distributor expressly authorized by Fortinet in a written agreement to distribute Products to FortiPartners. 1.8. "FortiPartner Program" or "FPP" shall mean Fortinet's Partner Program, which shall include all requirements, guidelines and benefits thereof, as further specified in FPP materials (as they may be changed from time to time by Fortinet in its sole discretion), available after the registration process at the Fortinet Partner Extranet, which are incorporated herein by reference. 1.9. "Fortinet Partner Extranet" shall mean the FortiPartner website currently located at http://partners.fortinet.com, or another location designated by Fortinet, which website may be updated by Fortinet from time to time in its discretion. The Fortinet Partner Extranet shall contain information, updates and guidelines pertaining to the FortiPartner Program. 1.10. "Hardware" means the Fortinet computer peripheral devices listed in Fortinet's then-current price list, excluding all Software incorporated in or bundled with such devices. 1.11. "Product (s)" shall mean any Hardware, Software or Service which FortiPartner is licensed to sell. 1.12. Service(s) means services provided in connection with the Hardware, which shall be provided solely pursuant to Fortinet's then-current policies. 1.13."Software"shall mean the Fortinet machine-readable object code, whether incorporated in the Hardware or delivered separately, identified in the applicable then-current price list as "available to FortiPartner," including any error corrections and bug fixes provided by Fortinet. 1.14. "Territory" shall mean the geographic area where FortiPartner focuses its sales efforts and where FortiPartner expects to procure and resell at least 90% of its total business volume with Fortinet. The Territory, within which the license granted hereunder shall be operative, will be communicated to FortiPartner upon completion of the FortiPartner registration process. 2. OWNERSHIP AND RETENTION OF RIGHTS FortiPartner hereby agrees and acknowledges that Fortinet, its suppliers, and licensors (if any), own and shall retain all right, title and interest in and to (i) the manufacture and/or production of Product (including all copies and derivative works thereof, by whomever produced), and associated Documentation, including all intellectual property rights embodied therein, including, among others, all patent and trade secret and trademark rights and all copyrights; (ii) all of the service marks, trademarks, trade names or any other designations, and (iii) all copyrights, patent rights, trade secret rights, and other proprietary rights in the Product, and FortiPartner shall have no rights with respect thereto other than the limited rights expressly set forth in this Agreement. 3. LICENSES Subject to the terms of this Agreement and solely for the term of this Agreement, Fortinet hereby grants to FortiPartner a non-exclusive, non-transferable, revocable, limited license, actively in the Territory, to market, sell, and distribute Product, Services and associated Documentation, and provide support Services in accordance with Fortinet's policies and the FPP, only to End Users in the Territory (collectively "Licensed Activities"). Additionally, Fortinet hereby grants FortiPartner, solely for the term of this Agreement, a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Documentation and to make a reasonable number of copies of the Documentation solely for its own business purposes and any pre-sales activities to support FortiPartner's marketing of the Product and Services, provided that FortiPartner must reproduce and include the original Documentation copyright notice and any other notices upon any copies made by FortiPartner regardless of type of media. 4. RESTRICTIONS ON USE FortiPartner hereby agrees not to: (i) create or attempt to create by reverse engineering, disassembly, decompilation or otherwise, the source code, internal structure, hardware design or organization of the Product, or any part thereof, or to aid or to permit others to do so, except and only to the extent expressly permitted by applicable law; (ii) remove any Product identification or notices of any proprietary or copyright restrictions from any Product or any Product support material; (iii) copy the Product software, modify, translate or, unless otherwise agreed, develop any derivative works thereof or include any portion of the Software in any other software program; and (iv) separate the Product into component parts for distribution or transfer to a third party. 5. FORTIPARTNER RESPONSIBILITIES 5.1. Qualifications.In addition to the rights and responsibilities set forth in this Agreement FortiPartner agrees to comply with the policies and criteria (corresponding to its assigned partner level) established by Fortinet for the FortiPartner Program, as set forth at Fortinet webpage located at: http://www.fortinet.com/partners/partner_program/fpp.html. Fortinet may change such policies and criteria from time to time as it sees fit. It shall be the sole responsibility of FortiPartner to check this site for updates. 5.2. Sales Efforts. FortiPartner shall use its best efforts to: (i) market, advertise, and otherwise promote and sell the Products and related Services contracts in the Territory, (ii) unless prohibited by law, prevent the export of the Products and Services from the Territory for resale outside the Territory, (iii) perform its obligations under this Agreement, and (iv) further preserve the goodwill and reputation of Fortinet and the Products and Services. As part of these efforts, within thirty (30) days of the Effective Date, FortiPartner shall put a Fortinet logo on FortiPartner's web site according the relevant specifications in Fortinet's latest FortiPartner guidelines available at the Fortinet Partner Extranet and according to Fortinet's applicable policies and guidelines. 5.3. Demonstration Stock; Conditions on Resale Any discount provided to FortiPartner for Demonstration Stock shall be used solely for the purchase of Demonstration Stock. Such stock shall not be offered for resale unless otherwise agreed to in writing by Fortinet. 5.4. Internet Auction Sales Restriction. FortiPartner hereby acknowledges and agrees that, due to the complexity of Fortinet's Products, online auction sales do not provide adequate presales support. Therefore, FortiPartner hereby agrees and warrants that it shall not sell or otherwise make available Products via any online auction websites on the world wide web (for example but not limited to e-Bay), service, or similar bidding medium throughout the duration of this Agreement. For the avoidance of doubt, where a corporate end user utilizes the Internet for an online based tender bidding-system this provision shall not apply. In addition, FortiPartner acknowledges and agrees that because inadequate presales support reflects poorly upon and tarnishes the Fortinet name a breach of this Section 5.4 is a material breach of this Agreement. 5.5. FortiPartner Support. FortiPartner, either directly or through its designated support providers, shall provide support to its customers for support Services purchased from Fortinet for the Fortinet Products distributed and sold hereunder in accordance with the support and maintenance guidelines listed for its FPP level at the Fortinet Partner Extranet. FortiPartner shall ensure that all questions regarding the use or operation of the Fortinet Products are addressed to and answered by FortiPartner, and FortiPartner shall not represent to any third party that Fortinet is available to directly answer any Customer questions. Fortinet may refer any support questions relating to the Licensed Software distributed hereunder to FortiPartner. 5.6. Condition on Service Agreement Sales. Each purchase of a Fortinet Services contract is valid only for the time period designated on Fortinet's invoice to the Fortinet Authorized Distributor and only if the Service contract is registered at Fortinet's support website (https://support.fortinet.com) in relation to a specific Product. Such registration must take place within 365 calendar days from the date at which such service contract was originally purchased from and accepted (shipped) by Fortinet. A Services contract that was originally shipped more than 365 days from the date the End User registers such Services contract is void and will not be honored. 5.6.1 Duty to Pass Down Notice and Terms. FortiPartner is responsible to ensure that it obtains and documents the date of the initial shipment from Fortinet from the Authorized Distributor at the time of purchasing a Service contract. In addition, prior to re-selling a Services contract, the FortiPartner must clearly explain to any End User and clearly document that it has explained, the following: (i) the date of the initial shipment from Fortinet, and (ii) that all Services, including support, and subscription services, will be forfeited if not registered within 365 calendar days from that initial shipment date. FortiPartner is responsible to contractually bind End Users to the terms stated in this Section, and FortiPartner agrees to indemnify Fortinet for any failure to comply with this provision. 5.6.2 Failure to Comply with this Section.If a FortiPartner sells a Services contract that was originally shipped from Fortinet more than 365 calendar days prior to such sale, or if it fails to comply with the aforementioned pass-down requirements, it shall be subject to remedial action, including but not limited to, the cost of a new Services contract and/or termination of its partner status. Both parties to this Agreement agree that failure to comply with the section shall be considered a material breach of this Agreement. 5.7. Packaging, Product License Agreement, Warranties. FortiPartner may distribute the Products and Services only with all warranties, disclaimers, license agreements, including Fortinet's then-current Product License Agreement, and Documentation as shipped from Fortinet, and FortiPartner is responsible to ensure all End Users are subject to such terms and agreements. FortiPartner shall take all steps reasonably requested by Fortinet to inform End User of all applicable restrictions and limitations regarding the use of Products and Services. Any guaranties, warranties, promises or commitments given or made by the FortiPartner which go beyond the Fortinet standard license terms provided by Fortinet with the Product are not binding for Fortinet and are at the sole responsibility of FortiPartner. 5.8. Maintenance of Qualified Individuals. FortiPartner hereby represents and warrants it possesses the experience, skills and resources required to perform its obligations under this Agreement. Consistent with this Agreement and the FPP Guidelines, FortiPartner shall, at its expense, retain adequate numbers of qualified individuals to: (i) provide pre and post sales support services to Customers in line with the requirements of Fortinet's support policies, as amended from time to time in Fortinet's sole and absolute discretion and (ii) perform any upgrades and/or updates to Fortinet's Products and Services as may become necessary once such Products have come within FortiPartner's possession, custody or control. 5.9. Records and Reports; Audit Rights. FortiPartner shall maintain accurate and complete records of its marketing, sales, support, and maintenance Services activities under this Agreement. During the term of this Agreement, FortiPartner shall provide information as reasonably requested by Fortinet to ensure compliance by FortiPartner with the terms of this Agreement and the FPP guidelines, and Fortinet or its representatives may, upon reasonable notice to FortiPartner and during normal working hours, inspect the business records of FortiPartner as reasonable to verify FortiPartner's compliance. 5.10. Indemnification by FortiPartner. FortiPartner shall indemnify and hold Fortinet harmless from and against any and all third party claims, liabilities, losses, damages or judgments, including all reasonable legal fees and expenses related thereto that arise from or are related to: (i) FortiPartner's modification, use or distribution of the Product and Services not in strict accordance with this Agreement and the FPP guidelines; (ii) any misrepresentation or any breach of any warranty, covenant or agreement of FortiPartner; (iii) any infringement or misappropriation of any of Fortinet's intellectual property rights, including, among others, patents, copyrights, and trade secrets, or (iv) any action against Fortinet for injuries or damage to persons or property caused or claimed to have been caused by the negligent or intentional acts or omissions of FortiPartner personnel while in the course of performing work under this Agreement. FortiPartner's obligations under this Section are contingent upon Fortinet: (a) giving prompt written notice to FortiPartner of any such claim; (b) allowing FortiPartner to control the defense and any related settlement of any such claim; and (c) furnishing FortiPartner with reasonable assistance in the defense of any such claim, so long as FortiPartner pays Fortinet's out-of- pocket expenses. 6. FORTINET RESPONSIBILITIES 6.1. Fortinet Support. Fortinet shall provide second and third level support Services, as pursuant to its policies and procedures and as reasonably necessary for FortiPartner to support its Customers in accordance with the then current guidelines posted at the Fortinet Partner Extranet. 6.2. Collateral. Fortinet or Fortinet Authorized Distributors will make available to FortiPartner various marketing materials and training in the installation, use, operation and support of the Products and Services in accordance with Fortinet's then-current guidelines and policies. 6.3. Indemnification by Fortinet. Fortinet agrees to hold FortiPartner harmless from and indemnify FortiPartner for any finally-adjudicated damages for liability based on third party claims against FortiPartner for infringement of any patent or copyrights of third parties, which result from FortiPartner's sale of Fortinet's Products. Fortinet's obligations hereunder shall be limited to reasonable out of court settlements agreed to in writing by Fortinet, reasonable court costs, reasonable attorney's fees incurred by FortiPartner or any money judgment finally awarded at the conclusion of such suits. FortiPartner agrees that Fortinet shall have exclusive control over the defense and/or settlement of such suits. Fortinet's obligations under this Section are contingent upon FortiPartner: (i) giving prompt written notice to Fortinet of any such claim; (ii) allowing Fortinet to control the defense and any related settlement of any such claim; and (iii) furnishing Fortinet with reasonable assistance in the defense of any such claim, so long as Fortinet pays FortiPartner's reasonable out-of- pocket expenses associated with such assistance that are approved by Fortinet in writing in advance. 6.4. Limitations on Indemnification. Fortinet shall have no obligation under this Agreement for any claim of infringement, hold harmless or misappropriation to the extent that it results from: (i) combination or use of the Products with equipment, products, or processes not furnished by Fortinet; (ii) modifications to the Products made other than by Fortinet; (iii) failure of FortiPartner to use updated or modified Products provided by Fortinet to avoid a claim of infringement or misappropriation; (iv) compliance by Fortinet with designs, plans or specifications furnished by or on behalf of FortiPartner; (v) any components not manufactured by Fortinet; or (v) any opening of or other tampering with a Product by non-Fortinet personnel. For clarity, in no event shall Fortinet have any obligation or liability related to any settlement entered into without Fortinet's prior written consent. An indemnification for a claim based on an alleged copyright infringement shall not be granted if such claim is brought in a country that has not ratified the Berne Convention for the Protection of Literary and Artistic works. 7. TERM AND TERMINATION 7.1. Term. This Agreement shall become effective as of the Effective Date and shall remain in effect until terminated in accordance with this Agreement. 7.2. Termination at Will.This Agreement may be terminated by either party at will, for any reason or for no reason, upon no less than thirty (30) calendar days' prior written notice to the other party hereto. The parties acknowledge and agree that, due the complex nature of their commercial relationship and each party's need to manage its supplier/partner relationships, this Section 7.2 is a material inducement for each party to enter into this Agreement, and this provision shall be enforceable by the other party in all circumstances. 7.3. Termination for Cause. Either party may terminate this Agreement for material breach with immediate effect if such a breach has not been cured within fifteen (15) calendar days after written notice by the non-defaulting party to the defaulting party or immediately upon notice of termination in the event of a material breach that by its nature cannot be remedied within fifteen (15) calendar days. 7.4. Termination for Insolvency. Either party may terminate this Agreement, without notice, upon learning the following information in good faith: (i) the institution by or against the other party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of the other party's debts, (ii) the other party's making an assignment for the benefit of creditors, or (iii) the other party's dissolution or ceasing to do business. 7.5. Effects of Termination. Upon termination or expiration of this Agreement for any reason whatsoever, all licenses to FortiPartner shall immediately terminate and FortiPartner shall immediately (i) cease all use of Product and Documentation; (ii) discontinue any use of the name, logo, Trademarks, servicemarks or slogans of Fortinet and the trade names of any Product; (iii) discontinue all representation or statements from which it might be inferred that any relationship exists between FortiPartner and Fortinet; (iv) cease to promote, solicit orders for or procure orders for Product (but FortiPartner shall not act in any way to damage the reputation or goodwill of Fortinet or any Product); and (v) promptly return or destroy all Confidential Information of Fortinet and related materials. Notwithstanding anything to the contrary, all sales are final and, in no event will termination of this Agreement result in rights of FortiPartner to return Product to Fortinet or to the Fortinet Authorized Distributor or to any refund. 7.6. Survival of Terms. The terms contained within the following sections shall survive any expiration or termination of this Agreement: Section 2, relating to Ownership and Retention of Rights; Section 4, relating to Restrictions on Use; Section 5.10, Indemnification by FortiPartner; Section 6.3 & 6.4, relating to Indemnification by Fortinet; Section 7, relating to Term and Termination; Section 8, relating to Confidential Information; Section 9, relating to Trademarks, Servicemarks and Domain Names; Section 10, relating to Warranty and Liability Disclaimers; and Section 12, relating to General Provisions. 8. CONFIDENTIAL INFORMATION 8.1. Protection of Confidential Information. Each party shall protect the other's Confidential Information from unauthorized dissemination and use the same degree of care that such party uses to protect its own like information. Neither party shall disclose to third parties the other's Confidential Information without the prior written consent of the other party. Neither party shall use the other's Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Each employee or agent of FortiPartner, performing duties hereunder, shall be made aware of this Agreement and shall execute a document that binds said employee or agent of FortiPartner to the same level of confidentiality contained herein. 8.2. Disposition Upon Termination. Upon the termination of this Agreement for any reason whatsoever, or in the event that Fortinet reasonably determines that FortiPartner no longer requires access to the Confidential Information in order to perform its obligations, FortiPartner shall return to Fortinet, or shall destroy, as Fortinet shall specify, all copies of all the Confidential Information in FortiPartner's possession. Within five (5) calendar days thereafter, FortiPartner shall provide Fortinet with a certificate, executed by an officer of FortiPartner, confirming that all copies of all such Confidential Information have been returned to Fortinet or destroyed, as the case may be. 8.3. Permitted Disclosure. Notwithstanding any provision in this Agreement to the contrary, each party may disclose portions of the other's Confidential Information (i) to its lawyers and accountants who have a need to know such information and (ii) pursuant to an order of a governmental agency or court of competent jurisdiction compelling disclosure, provided that the owner of the Confidential Information shall be given reasonable advance notice of such impending disclosure. 9.TRADEMARKS; SERVICEMARKS AND DOMAIN NAMES 9.1. Trademark Ownership and Authorized Use.FortiPartner acknowledges and agrees that Fortinet owns all Fortinet trademarks, servicemarks and logos ("Marks"), including, but not limited to, those listed at http://fortinet.com/contact/marks.html and that any and all goodwill derived from the use of the Marks by FortiPartner hereunder inures solely to the benefit of Fortinet. During the Term, Fortinet grants FortiPartner a nonexclusive, nontransferable limited right to use and display Marks claimed or provided by Fortinet solely in connection with and to the extent reasonably necessary for the resale, marketing, and distribution of Fortinet Products. FortiPartner's use of the Marks shall be subject to the terms and conditions contained in Fortinet's trademark guidelines to which FortiPartner hereby agrees to be bound. Fortinet's trademark guidelines are available at the Fortinet Partner Extranet and may be modified from time to time by Fortinet, in its sole discretion. FortiPartner may not remove or alter copyright notices, Marks or packaging found on Product or in Documentation. Use of the Marks does not create in FortiPartner's favor any right, title or interest in the Marks or in continuing rights to market or distribute the Product. 9.2. Domain Names.FortiPartner agrees and acknowledges that it may not use or register or attempt to register the name "Fortinet" or any of Fortinet's other Marks, or any derivative thereof, for any Internet domain name, without Fortinet's express prior written consent, which Fortinet may withhold in its sole and absolute discretion. FortiPartner further agrees not to: (i) register a domain name or URL that contains any of the Fortinet Marks (for example, FortiGate.com, Fortinet.fr or FortiGates.com); or (ii) register a domain name or URL that contains a misspelled version of any of any Fortinet Marks, or a domain name that is confusingly similar to any of Fortinet's Marks (e.g., Fortinett.com). To the extent FortiPartner has registered, or in the future registers, a domain name or URL which contains any Fortinet Marks, or any term that is confusingly similar to any Fortinet Marks, FortiPartner agrees to assign and hereby assigns and transfers all rights in, and title to, such domain name to Fortinet without further consideration, and, upon request by Fortinet, FortiPartner shall cease its use of such domain name. In such event, FortiPartner shall cooperate, at its cost, to effect such assignment and transfer to Fortinet. 10. WARRANTY AND LIABILITY DISCLAIMERS 10.1. Disclaimer. EXCEPT FOR ANY APPLICABLE EXPRESS WRITTEN WARRANTY SET FORTH IN FORTINET'S THEN-CURRENT PRODUCT LICENSE AGREEMENT AS PROVIDED BY FORTINET WITH FORTINET'S PRODUCT, which may be forfeited if not registered in a timely fashion AND WHICH MAY NOT BE APPLICABLE, FORTINET PROVIDES ITS PRODUCTS AND SERVICES "AS IS" AND MAKES NO WARRANTIES WITH RESPECT TO ANY PRODUCT, LICENSE OR SERVICE AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, EFFECTIVENESS, USEFULNESS, RELIABILITY OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE AND ANY WARRANTIES OF NONINFRINGEMENT. 10.2. Limitation of Liability.EXCEPT FOR FORTIPARTNER'S INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR: (I) ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED; OR (II) DAMAGES FOR LOST PROFITS OR LOST DATA; OR (III) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES. EXCEPT FOR FORTINET'S INDEMNIFICATION OBLIGATIONS IN SECTION 6.3 ABOVE, IN NO EVENT SHALL FORTINET'S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY RECEIVED BY FORTINET AS A RESULT OF ORDERS PLACED BY FORTIPARTNER DURING THE THREE (3) MONTHS PRECEDING THE EVENT WHICH GAVE RISE TO SUCH FORTINET LIABILITY. 11. COMPLIANCE WITH APPLICABLE LAWS 11.1. Compliance with Laws. FortiPartner will comply with, and shall be solely responsible for complying with, all applicable laws and regulations, including but not limited to environmental laws and regulations, applicable in the Territory, or any nation, or political subdivision thereof, in which it engages in business while performing its responsibilities hereunder as well as those applicable to the distribution and sale of the Product, or performance of services by FortiPartner. FortiPartner shall bear all expenses and costs related to compliance with any laws and/or regulations. 11.2. Export and Import Controls. FortiPartner acknowledges that the Product, technical data, and performance of the Services (received from Fortinet in accordance with the terms hereunder) may be subject to United States or Territory export and import controls including but not limited to the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774, and in the performance of its obligations, FortiPartner shall at all times strictly comply with all laws, regulations and orders, and agrees to commit no act which, directly or indirectly, would violate any United States or Territory law, regulation or order, including, without limitation, tax, export and foreign exchange laws, import controls, and export controls imposed by the U.S. Export Administration Act of 1979 as amended. FortiPartner expressly agrees that, without the prior written authorization of Fortinet and the United States Government, FortiPartner shall not, and shall cause its representatives (if any) not to (i) export, re-export, divert or transfer Fortinet's Product or any direct product thereof to any destination, company or person restricted or prohibited by the United States export controls, or (ii) disclose any data derived from Fortinet's Product or any direct product thereof to any national of any country when such disclosure is restricted or prohibited by the United States export controls. Additionally, FortiPartner agrees that none of the Product is being, or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor be used for nuclear activities, chemical/biological weapons, or missile projects unless authorized by the U.S. Government. This provision shall survive the expiration or termination of this Agreement. Additionally, FortiPartner agrees that it is solely responsible for compliance with any import or use restrictions in its Territory. 11.3. Anti-Corruption Practices. FortiPartner hereby agrees that it and its employees, consultants, agents and representatives will fully comply with, and fully abide by, the U.S. Foreign Corrupt Practices Act and United States and applicable local country or other anti-corruption and anti-bribery laws and regulations. FortiPartner hereby represents and warrants to Fortinet and agrees that it will not, either directly or indirectly, offer any payment or other gift or promise, or authorize the giving of anything of value, for the purpose of influencing an act or decision of an official of any Government or of an employee of any company in order to assist Fortinet or FortiParnter in obtaining, retaining, or directing any business. ForitPartner represents and warrants to Fortinet that neither it nor any of its employees, officers or other agents is an official, employee, agent or active member of the armed services of the Territory government or other governmental entity, an official of the Territory government or other governmental entity, an official of a political party, or a candidate for political office. FortiPartner covenants that it will promptly notify Fortinet in the event any of its employees, officers or other agents assumes the position of government official during the term of this Agreement. FortiPartner represents and warrants to Fortinet that neither it, nor any of its employees or representatives, has been convicted of or pleaded guilty to an offense involving fraud, corruption, moral turpitude, and that it is not now listed by any government agency as debarred, suspended, proposed for suspension or debarment, or otherwise is ineligible for government procurement programs. In carrying out its obligations under this Section, FortiPartner warrants that it will, among other things, exercise diligence in selecting any employees or agents, provide appropriate training to them, and monitor their activities to ensure compliance. FortiPartner hereby agrees to give prompt written notice to Fortinet in the event that FortiPartner has failed to comply with or has breached any of FortiPartner's representations, warranties, covenants or agreements herein, or in the event of any allegations of improper payments in connection with, or related to, this Agreement or the business contemplated hereunder. FortiPartner shall retain books and records to evidence its compliance with this Section 11.3, including, among others, a full record of all expenses incurred in connection with any business in connection with Fortinet and written, detailed invoices to support all payments to third parties in connection therewith, and, upon reasonable notice by Fortinet, will permit Fortinet review or audit all of the books and records of FortiPartner related to the activities of FortiPartner under this Agreement. FortiPartner will fully assist Fortinet in investigating any allegations of improper payments or other violations of the provisions of this Section, and will fully assist Fortinet in investigating such allegations and remedying any such violations. 12. GENERAL PROVISIONS 12.1. Governing Law; Venue; Settlement of Controversies. Any action arising from or related to this Agreement will be governed by California law, excluding any choice of law rules (including the United Nations Convention on the Sale of Goods) that would require the application of laws other than those of California. Any controversy or claim arising out of or relating to this Agreement shall be determined by arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution. The arbitration shall take place in Santa Clara County, California, the proceedings will be conducted in English and the arbitral award shall be final and binding on the parties. The parties hereby agree that any such arbitral award shall be automatically binding on the parties and automatically enforceable, and deemed enforced, in court in California and in any other jurisdiction, including jurisdictions outside of the United States. For any required enforcement of any such arbitral award, the parties hereby agree to exclusive jurisdiction in the courts in Santa Clara County, California. In the event, the a court of competent jurisdiction find the agreement to arbitrate as provided for in this Sub-section 12.1 to be unenforceable, the parties hereby agree to the exclusive jurisdiction in the courts in Santa Clara County, California and agree to waive any right to a trial by jury they may have. 12.2. English Language and Interpretation. This Agreement is in the English language only, and English shall be the controlling language in all respects. Any versions of this Agreement in any other language will be for accommodation purposes only and will not be binding upon either party. All communications and documentation for the Products and Services to be furnished under this Agreement shall be in the English language. The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party and that ambiguities shall not be interpreted against the drafting Party. 12.3. Taxes. FortiPartner shall bear and be responsible for the payment of all taxes, fees, or duties, (excluding taxes based on Fortinet's income) in the Territory, however designated, associated with the purchase or license of any Product and Services or Documentation based upon this agreement. 12.4. Orders, Payment and Delivery. All orders for the Products and Services, delivery of the Products and Services, payment for the Products and Services, and terms governing each shall be negotiated between FortiPartner and FortiPartner's Fortinet Authorized Distributor, and shall be governed by the definitive agreement(s) entered into by and between them. 12.5. Independent Contractors. The relationship between Fortinet and FortiPartner established by this Agreement is that of independent contractors. Nothing contained in this Agreement or in a party's performance thereof shall be construed to constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking. 12.6. Assignment.FortiPartner may not assign, delegate, sub-contract or otherwise transfer this Agreement or any of its rights and obligations, whether voluntarily, by operation of law or otherwise, without Fortinet's prior written approval. Notwithstanding anything to the contrary, Fortinet may, without consent, assign, delegate, sub-contract or otherwise transfer this Agreement or any of its obligations hereunder to any successor, assignee or surviving entity in the event of a merger, acquisition or purchase of at least fifty percent (50%) of Fortinet's assets, or to any subsidiary or affiliate of Fortinet. 12.7. No Waiver; Severability; Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. The exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. 12.8. Notices. All notices or other communications required or permitted hereunder shall be in the English language, in writing, and shall be deemed to have been given if sent via electronic mail: (i) by FortiPartner, in hard copy writing mailed by registered air mail postage prepaid, to the attention of Fortinet's General Counsel, with a copy sent to Fortinet's Chief Financial Officer, at 1090 Kifer Road, Sunnyvale, California 94086 USA, or to such other address as provided in writing by an authorized representative of Fortinet, (ii) by Fortinet to the e-mail address submitted by FortiPartner during the FPP registration process, or (iii) by Fortinet if placed on it's Partner Extranet webpages. Notices by Fortinet shall be deemed received one (1) business day after being sent by electronic mail. 12.9. Force Majeure.Except for the obligation to make payments, neither party will be responsible for any failure to perform due to causes beyond its reasonable control (i.e., strike, fire, floods, government acts, orders or restrictions, failure of suppliers) nor due to negligence of the non-performing party. In the event of non-performance due to Force Majeure, the defaulting party shall have ninety (90) calendar days to cure the default, after which the non-defaulting party may elect to terminate this agreement and or cancel or suspend any Purchase Orders under the Agreement by written notice to the defaulting party. 12.10. Government Use. Software and Documentation delivered to an agency or instrumentality of the United States Government shall identify the Software and Documentation as "commercial computer software" and "commercial computer software documentation" and, as specified in FAR 12.212 or DFARS 227.7202, and their successors, as applicable, and shall restrict the Government's rights to use, reproduce or disclose such Software and accompanying Documentation in accordance with, and no more broad than, any licensing granted herein. 12.11. No Other Rights Conferred. Nothing contained in this Agreement shall be construed as conferring by implication, estoppel or otherwise upon either party hereunder any license or other right except the licenses, rights and uses expressly granted hereunder to a party hereto. 12.12. Click-through Version Governs.The click-through version of this agreement (which appears during the FPP registration process), or a version approved by Fortinet Legal and signed by an authorized representative of Fortinet, must be accepted by FortiPartner in order to complete the registration process and shall supersede all prior agreements, commitments or representations between the parties with respect to the subject matter herein, whether oral or written, as well as any downloaded version of the agreement, whether or not such downloaded version is signed by either party. 12.13. Updates on Fortinet Web Site. Notwithstanding anything to the contrary, this Agreement, along with other FortiPartner Program materials on the Fortinet Website or Fortinet's Partner Extranet, may be updated by Fortinet from time to time in its discretion, and FortiPartner shall be bound by such updates. Fortinet reserves the right to modify this Agreement in its sole discretion by providing no less than thirty (30) calendar days notice of such changes. Notice shall be sent through Fortinet's formal channel alerts and posted on Fortinet's Partner Extranet. FortiPartner shall be solely responsible to monitor the Partner Extranet for updates and changes. Orders for the purchase of Fortinet Products placed by FortiPartner subsequent to notification period shall constitute acceptance of the updated or modified Agreement. Any purported changes to this Agreement that are not entered into by, or not issued by, an actual authorized representative of Fortinet and that are not posted on the Partner Extranet, shall be null and void and shall not be binding on Fortinet. For clarity, notwithstanding anything to the contrary, in no event shall any sales representative or other sales employee of Fortinet be authorized to bind Fortinet, and any purported agreement by any such representative or employee, or any Fortinet representative not in fact authorized to bind Fortinet, shall be null and void and shall not be binding on Fortinet. 12.14. Representation of Authority and Voluntary Nature of Agreement. By submitting this Registration Agreement and thereby agreeing to its terms, the submitting individual represents that he or she is authorized to bind FortiPartner in full to the terms in this Agreement. FortiPartner acknowledges and agrees that it has carefully read this Agreement and fully understands and agrees to its contents, including but not limited to the termination provisions in Section 7, the warranty disclaimer and limitations on Fortinet's liability in Sections 10.1 and 10.2, and the consent to arbitrate and waiver of its right to a jury trial in Section 12.1. FortiPartner hereby acknowledges and agrees that it has had the opportunity to negotiate the terms of this Agreement and request modifications. Further, each party represents that it has entered into this Agreement without undue influence or unequal bargaining power, that each party is sophisticated and accepts responsibility for entering this Agreement, and that each party is sophisticated in commercial matters and has had the opportunity to seek the advice of counsel prior to executing this Agreement.

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